SIGHTFUL

TERMS OF USE AGREEMENT

Last Updated: May 30, 2024

Welcome, and thank you for your interest in Sightful. Sightful provides users with the ability to work from anywhere by offering Spacetop, the world’s first AR laptop (the “Spacetop”). 

This Terms of Use Agreement (“Terms of Use”), together with any applicable Supplemental Terms (as defined in Section 2 (Supplemental Terms)), the “Agreement”), describes the terms and conditions that apply to your use of the Spacetop. PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING THE SPACETOP.

By using the Spacetop, you agree to the terms of this Agreement and you expressly acknowledge and agree that you are entering into a legal agreement with Sightful, Inc. (“Sightful”, “we”, “us” or “our”), and have understood and agree to comply with, and be legally bound by, the terms and conditions of this Agreement. If you are unable to, or otherwise, do not agree to be bound by this Agreement, you may not use the Spacetop device.

If you are acting on behalf of an entity (such as your employer), you represent and warrant that you are authorized to act on behalf of, and bind to this Agreement, such entity. You assume all responsibility for use of the Spacetop by yourself as well as any third party on your behalf, including any other employees at your company.   

SECTION 23 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND SIGHTFUL.  AMONG OTHER THINGS, THIS SECTION INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  SECTION 23 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.  PLEASE READ IT CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 22) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 23.19 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SPACETOP WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK,  CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

1. Ability to Accept. You affirm that you are over eighteen (18) years old in order to accept this Agreement and will ensure that the Spacetop will not be used by anyone under the age of thirteen (13).  
2. Additional Terms. In addition to this Agreement, your use of the Spacetop is subject to our terms of sale, available at: sightful.com/legal/terms-of-sale (the “Terms and Conditions of Sale”) and our privacy policy, available at: sightful.com/legal/privacy-policy (the “Privacy Policy”).  Your use of, and participation in, certain features and functionality of the Spacetop may be subject to additional terms (“Supplemental Terms”).  Such Supplemental Terms will either be set forth in the applicable supplemental service or will be presented to you for your acceptance when you sign up to use the supplemental service.  If this Terms of Use is inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental service.
3. License. Subject to the terms and conditions of this Agreement and solely in accordance with the end user manuals and any other documentation provided by Sightful, Sightful hereby grants you a limited, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license (“License”) to use, for personal or business use only (subject to the restrictions set forth in Section 4 and the conditions of use herein), the software included on your Spacetop or otherwise provided to you by Sightful, and any modified, updated, or enhanced versions of such software that Sightful provides pursuant to this Agreement or pursuant to a separate maintenance and support agreement (the “Licensed Software”).
4. Use and License Restrictions. You agree not to, and shall not permit any third party to: (i) sublicense, redistribute, sell, lease, lend or rent any software component included in or provided with the Spacetop or Licensed Software; (ii) make the Licensed Software available over a network where it could be used by multiple devices owned or operated by different people at the same time; (ii) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of the Licensed Software; (iv) copy, modify, improve, or create derivative works of the Spacetop or any of the Licensed Software or any part thereof; (v) circumvent, disable or otherwise interfere with security-related features of the Spacetop or any of the Licensed Software or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Spacetop or any of the Licensed Software; (vi) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Spacetop or any of the Licensed Software; (vii) use any communications systems provided by the Spacetop or any of the Licensed Software to send unauthorized and/or unsolicited commercial communications; (viii) use the Sightful name, logo or trademarks without our prior written consent; (ix) use the Spacetop or the Licensed Software to develop or enhance any product that competes with the Spacetop or the Licensed Software; and/or (x) use the Spacetop or the Licensed Software to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Agreement.
5. Delivery, Installation and Acceptance.  Sightful will provide the Licensed Software to you pre-installed on your Spacetop. You will be responsible for installing any updates to the Licensed Software on your Spacetop as permitted under this Agreement.  The Licensed Software will be deemed irrevocably accepted upon delivery. 
6. Account. In order to use some of the Spacetop features you may have to create or use an account (“Account”) or have a valid account on a third party service through which you can connect to your Sightful Account (each such account, a “Third-Party Account”). If you create an Account, you must provide accurate and complete information for yourself. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify us immediately of any unauthorized use of your Account. You agree to use reasonable efforts to cooperate with and assist Sightful in identifying and preventing any unauthorized use of your Account or of the Spacetop and the Licensed Software. We can terminate or disable your Account immediately to protect our services, or if you create risk or legal exposure for us, violate this Agreement, infringe other people’s rights, or engage in suspected misuse of the Spacetop, our content or our services. If we take action to disable or terminate your Account, we will notify you where appropriate. If you believe your Account has been terminated in error, or you want to disable or permanently delete your Account, please contact us at support@sightful.com. You may only use one Spacetop under your Account. You agree you have no ownership or other property interest in the existence of your Account, and that all rights in and to your Account are owned by and inure to the benefit of Sightful.
7. Sign-on through a Google Account. When you register your Account with Sightful, you will link your new Account with your pre-existing Google account (“Google Account”) by allowing Sightful to access your Google Account, as is permitted under the applicable terms and conditions that govern your use of your Google Account.  You represent that you are entitled to disclose your Google Account login information to Sightful and/or grant Sightful access to your Google Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the Google Account and without obligating Sightful to pay any fees or making Sightful subject to any usage limitations.  If you would like to revoke Sightful’s access to your Google Account, you may do so in the settings of your Google Account. By granting Sightful access to your Google Account or any other Third-Party Account, you understand that Sightful may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials that you have provided to and stored in such Third-Party Account (“Third-Party Account Content”). YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS, INCLUDING YOUR GOOGLE ACCOUNT, IS GOVERNED SOLELY BY YOUR AGREEMENTS WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND SIGHTFUL DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.  Sightful makes no effort to review any Third-Party Account Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Sightful is not responsible for any Third-Party Account Content.
8. Consent to Use of Data. When you use the Spacetop, you acknowledge and agree that your data and use information may be collected and used by Sightful, in the manner described below and in accordance with our Privacy Policy. You are aware that you are not legally obligated to provide us personal information, and you hereby confirm that using the Spacetop and providing us personal information in relation thereto is at your own free will. Please also be aware that certain personal information and other information provided by you in connection with your use of the device may be stored on your Spacetop (even if we do not collect that information).
9. Agreed Usage and Limitations of the Spacetop. While we aim for the Spacetop to be highly reliable and available, it may be subject to sporadic interruptions and failures for a variety of reasons beyond Sightful’s control, and may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances. To the fullest extent possible by law, Sightful is not responsible for any damages allegedly caused by the failure, suspension, or delay of access to the Spacetop, and you will not be entitled to any refund, rebate, or other compensation. Sightful does not offer any specific uptime guarantee for the Spacetop. The Spacetop is not designed or warranted for use in applications or environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, life support machines, surgically implanted devices, emergency response, life-safety systems, weapons systems, or other applications, devices, or systems in which the failure of the Spacetop could lead to death, personal injury, or severe physical, environmental, or financial damage (“High Risk Activities”). You may not use or permit any third party to use the Spacetop in connection with any High Risk Activities. To the fullest extent possible by law, you assume all risk of such uses.
10. Safety and Warnings
    1. You agree that your use of the Spacetop, is at your own risk and that you will not use the Spacetop to violate any applicable law, regulation, policies, or instructions as outlined in this Agreement or in any Supplemental Terms, and you will not encourage or enable any other individual to do so. 
    2. You must ensure the safety of your environment before using the Spacetop. You should only use the Spacetop while standing still or sitting still in a space free of obstacles. You agree that the Spacetop cannot be used while performing any other activity, including, but not limited to, walking, driving or operating machinery or performing other dangerous activities. You should also ensure that no people, pets or objects can enter your space while using the Spacetop. Using the Spacetop can prevent you from being fully aware of your surroundings and potential hazards, including people, pets, walls, stairs, furniture, and objects. It can also prevent you from hearing sounds made by people or objects nearby that could otherwise warn you of potential hazards.
    3. Some people experience disorientation, dizziness, nausea, and other symptoms while they are using vision augmentation products. If you experience any discomfort while using the Spacetop, use caution and consider discontinuing your use. 
    4. If you experience any physical adversity, sickness, injury, pain and/or other medical or physical conditions or emergencies while using the Spacetop, you should contact your health care professional or seek emergency care with a medical professional. It is important to note that if you provide Sightful with prescription lens information, Sightful takes no responsibility for checking the accuracy or correctness of any such information and it is your responsibility to ensure that you use the appropriate lenses for your eyes when using the Spacetop.  SIGHTFUL HEREBY DISCLAIMS ANY AND ALL LIABILITY FOR DAMAGES ARISING AS A RESULT OF INCORRECT LENS USE OR ANY OTHER DIFFICULTIES REGARDING YOUR PHYSICAL HEALTH, EYESIGHT, INJURIES, PAIN OR OTHER MEDICAL CONDITIONS OR EMERGENCIES. 
    5. To ensure the proper and safe use of the Spacetop, you must: 

• Keep your Spacetop away from radiators, heat sources or other extremely hot or cold temperatures to ensure that it is used within the specified operating range.
• Use only the charging cables provided by Sightful for use with this device, use of another cable may cause a fire or explosion.
• A damaged Spacetop or any component thereof may pose a risk of personal injury. Damage may include impact or shock that dents or punctures the Spacetop, exposure to a flame, or other deformation. Do not disassemble the Spacetop. Handle a damaged or leaking Spacetop with extreme care. 
• Keep the Spacetop away from children especially those under the age of three (3) due to small parts that may be a choking hazard.
• To avoid electric shock, do not attempt to remove any cover or touch the inside of the Spacetop.
• Do not push any objects into the air vents or openings of your Spacetop. Doing so can cause fire or electric shock by shorting out interior components.
• Do not use the Spacetop in a wet environment, for example, near a bathtub, sink, or swimming pool or in a wet basement.
• Do not use the Spacetop during an electrical storm. 
• Do not spill food or liquids on your Spacetop.
• Before you clean your Spacetop, disconnect it from the electrical outlet. Clean the exterior of your Spacetop with a soft cloth. Do not use liquids or aerosol cleaners, which may contain flammable substances.
• Clean the glasses frame and lenses and the base of the Spacetop with a soft, clean cloth. Remove moisture from such items quickly and keep the surface dry. Long-term exposure to moisture can damage the products. Do not use commercial products to clean your Spacetop.   
• Only use the prescription lenses Sightful supplies with your use of the Spacetop glasses. The lenses Sightful provides are not for other purposes or devices.
• Only use prescription lenses from Sightful with the Spacetop and Spacetop glasses. You should not use your regular glasses, other lenses or someone else’s glasses. You may use your regular prescription contact lenses. 

11. Intellectual Property Rights
    1. Ownership. You acknowledge that Sightful and its licensors retain all rights, title, interest, including Intellectual Property Rights (defined below), in and to the Spacetop, the Licensed Software and all derivatives, improvements and modifications thereof. We reserve all rights not expressly granted herein to the Spacetop. “Intellectual Property Rights” means any and all rights in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.
    2. Content. The content on the Spacetop, including without limitation, the text, information, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (“Materials”) and the trademarks, service marks and logos contained therein (“Marks”, and together with the Materials, the “Content”), is the property of Sightful and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. The name “Sightful” and the Sightful logo are Marks of Sightful and its affiliates. All other Marks used on the Spacetop are the trademarks, service marks, or logos of their respective owners. You must retain all Marks and copyright and other proprietary notices on the Spacetop and shall not remove them without Sightful's prior written consent. 
    3. Use of Content. The Content on the Spacetop is provided to you “as is” for your personal or internal business use only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent.
12. Support or Maintenance; Revisions
    1. Limited Product Warranty. The only warranty for the Spacetop is the Limited Product Warranty available at sightful.com/legal/product-warranty. 
    2. Revisions. We may from time to time provide updates or upgrades to the Licensed Software (each, a “Revision”), but are not under any obligation to do so. Such Revisions will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the Spacetop software. All references herein to the Spacetop shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original Spacetop, unless the Revision is accompanied by a separate license agreement which will govern the Revision.  
13. Returns and Refunds. Spacetop returns are subject to our Return Policy located at sightful.com/legal/return-policy.  If you are eligible for a return under our Return Policy, please follow the procedures specified in the policy. 
14. Third Party Sources and Content
    1. Third-Party Content. The Spacetop enables you to view, access and use content from Third Party Sources (defined below) that are not owned or controlled by us (“Third Party Content”). The Spacetop may also enable you to communicate and interact with Third Party Sources. “Third Party Sources” means: (i) third party websites and services; (ii) our partners, customers and distributors; and (iii)  your operating system. We are not affiliated with and have no control over any Third Party Sources. We do not assume any responsibility for the content, terms of use, privacy policies, actions, or practices of, any Third Party Sources. Please read the terms of use and privacy policy of any Third Party Source that you interact with before you engage in any such activity.
    2. No endorsements. We do not endorse any advertising, promotions, campaigns, products, services or other materials that is included in any Third Party Content or that is communicated to you from a Third Party Source.
    3. Objectionable Content. By using the Spacetop you may be exposed to Third Party Content that is inaccurate, offensive, indecent, or objectionable. You always have the choice of deciding whether or not to interact with a Third Party Source or to view and use Third Party Content. Your interaction with a Third Party Source and your use of, and reliance upon, any Third Party Content is at your sole discretion and risk.
    4. Waiver and Release. You are solely responsible and liable for your interaction with a Third Party Source. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against Sightful, and release Sightful from any and all liability, arising from your use of and interaction with any Third Party Content and from your interaction with any Third Party Source. If you have any query or complaint regarding a Third Party Source or any Third Party Content, you agree to contact the Third Party Source directly.
15. Prohibited Content. You agree that you will not send, display, post, submit, publish or transmit content that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent; (vii) involves theft or terrorism; (viii) constitutes an unauthorized commercial communication; (ix) contains the contact information or any personally identifiable information of any third party unless you have first obtained the express consent of said third party to include their contact information or personally identifiable information; and/or (x) breaches this Agreement.
16. Third Party and Open Source Software. Portions of the Spacetop may include third party open source software that are subject to third party terms and conditions (“Third Party Terms”). A list of any third party open source software and related Third Party Terms is available at sightful.com/legal/privacy-policy. If there is a conflict between any Third Party Terms and the terms of this Agreement, then the Third Party Terms shall prevail but solely in connection with the related third party open source software. Notwithstanding anything in this Agreement to the contrary, Sightful makes no warranty or indemnity hereunder with respect to any third party open source software. Notwithstanding anything in this Agreement to the contrary, Sightful makes no warranty or indemnity hereunder with respect to any third party open source software.
17. Required Third Party Software.  If you have requested that Sightful install certain third party software on your behalf, then Sightful may do so, subject to the terms of this Section.  For any requested third-party software that we have agreed to install on your Spacetop(s) and/or the Sightful portal(s) for your enterprise’s Spacetop product(s), you represent and warrant that you have the right to install (and allow Sightful to install on your behalf) such software.  You hereby grant Sightful the right to install such software on your Spacetop(s) and/or the Sightful portal(s) for your enterprise’s Spacetop product(s) under your license(s) for such software.  You acknowledge that Sightful does not provide any licenses to such software and such software may only be used under licenses you separately obtain from such third party.  You hereby appoint Sightful as your agent, and grant Sightful all necessary rights, for purposes of installing, configuring, administering, and/or deinstalling such software on your behalf.  You represent and warrant that you have the rights, pursuant to your license(s), to so appoint and grant such rights to Sightful.
18. Anonymous Information. We may use Anonymous Information for our business purposes, including for improvement of the Spacetop and our products and services, as well as share Anonymous Information with third parties. “Anonymous Information” means information which does not enable identification of an individual user, such as aggregated and/or statistical information about the use of our device and services. You are solely responsible for maintaining the security of your Spacetop from unauthorized access.
19. No Warranty; Disclaimers; Release
    1. EXCEPT FOR THE LIMITED PRODUCT WARRANTY, THE SPACETOP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND SIGHTFUL DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SIGHTFUL WILL NOT BE LIABLE OR RESPONSIBLE FOR: (A) ANY TECHNICAL PROBLEMS RELATING TO THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES); AND/OR (B) ANY ISSUE THAT IS ATTRIBUTABLE TO YOUR HARDWARE OR SOFTWARE OR YOUR INTERNET OR DATA SERVICES.
    2. WE DO NOT WARRANT THAT THE SPACETOP WILL OPERATE ERROR-FREE, THAT THE SPACETOP IS FREE OF VIRUSES OR OTHER HARMFUL CODE OR THAT WE WILL CORRECT ANY ERRORS IN THE SPACETOP. YOU HEREBY ACKNOWLEDGE THAT YOUR USE OF THE SPACETOP IS VOLUNTARY AND AT YOUR OWN RISK, AND YOU AGREE THAT SIGHTFUL WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CONSEQUENCES (SUCH AS, BUT NOT LIMITED TO, HEALTH PROBLEMS, PERSONAL INJURY, OR DEATH) TO YOU OR ANY THIRD PARTY THAT RESULT FROM YOUR USE OF (OR INABILITY TO USE) THE SPACETOP. WITHOUT LIMITING THE FOREGOING, SIGHTFUL IS NOT LIABLE FOR THE QUALITY OR PERFORMANCE OF ANY PRESCRIPTION LENSES PROVIDED TO YOU AS PART OF THE PRODUCT, OR ANY DAMAGE OR INJURY YOU MAY SUSTAIN IN CONNECTION THEREWITH. 
    3. IF YOU SUBMIT A PRESCRIPTION TO OBTAIN PRESCRIPTION LENSES FROM ONE OF OUR THIRD-PARTY SUPPLIERS, YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT THE PRESCRIPTION YOU PROVIDE  IS ACCURATE AND UP TO DATE; NEITHER SIGHTFUL NOR SIGHTFUL’S SUPPLIERS WILL HAVE ANY LIABILITY FOR YOUR FAILURE TO PROVIDE AN ACCURATE OR UP-TO-DATE PRESCRIPTION. SIGHTFUL HAS NO RESPONSIBILITY FOR THE SAFETY OR EFFECTIVENESS OF ANY LENSES OR OTHER COMPONENTS SUPPLIED DIRECTLY OR INDIRECTLY (INCLUDING VIA SIGHTFUL) BY OUR THIRD-PARTY SUPPLIERS. 
    4. WE EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY COMMERCIAL USE (I.E., NON-PERSONAL USE) OF THE SPACETOP. WE DO NOT WARRANT THAT THE SPACETOP CAN BE COMMERCIALLY USED IN ANY SPECIFIC REGULATED FIELD OR SECTOR (FOR EXAMPLE, THE GOVERNMENT, HEALTHCARE, MEDICAL, OR EDUCATIONAL FIELDS), OR IS SUITABLE OR DESIGNED FOR USE FOR ANY PARTICULAR COMMERCIAL USE, FIELD OR SECTOR, OR ENVIRONMENT. IT IS YOUR RESPONSIBILITY TO DETERMINE WHETHER THE SPACETOP CAN BE USED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. YOU AGREE NOT TO USE THE SPACETOP FOR ANY COMMERCIAL USE THAT, UNDER APPLICABLE LAW, WOULD IMPOSE ADDITIONAL LEGAL REQUIREMENTS ON US OR OTHERWISE EXPOSE US TO ANY LIABILITY RELATING TO ANY THIRD PARTY.
    5. SIGHTFUL DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SPACETOP.
    6. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SPACETOP IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
    7. SIGHTFUL IS NOT RESPONSIBLE FOR, AND IT EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING, THE ACCURACY, APPROPRIATENESS, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS OF, OR RELATING TO, ANY THIRD PARTY CONTENT.
    8. FROM TIME TO TIME, SIGHTFUL MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT.  SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SIGHTFUL’S SOLE DISCRETION.  THE PROVISIONS OF THIS SECTION AND ANY BETA SOFTWARE AGREEMENT YOU HAVE EXECUTED WITH SIGHTFUL WILL APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
    9. Applicable law may not allow the exclusion of certain warranties, so to that extent, such exclusions may not apply.
    10. You hereby release Sightful, its affiliates and their respective directors, officers, employers, agents, successors and assigns from any claims, demands, any and all losses, damages, rights and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arise from your use of the Spacetop, including but not limited to personal injury or property damage. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
20.      Limitation of Liability
    1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL SIGHTFUL BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SPACETOP EVEN IF SIGHTFUL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. IN ANY EVENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SIGHTFUL'S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SPACETOP, SHALL NOT IN ANY CIRCUMSTANCE EXCEED ONE HUNDRED DOLLARS ($100.00 USD).
    3. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT IF THE ABOVE LIMITATION OF LIABILITY WERE NOT INCLUDED HEREIN, SIGHTFUL WOULD NOT LICENSE THE SPACETOP TO YOU.
21. Indemnity. You agree to defend, indemnify and hold harmless Sightful and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including, but not limited to, reasonable attorney’s fees) arising from: (i) your use of, or inability to use, the Spacetop; (ii) your violation of this Agreement or any applicable law; and (iii) your violation of any third party right, including without limitation, any copyright, property, or privacy right. Without derogating from or excusing your obligations under this section, we reserve the right (at our own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.  This provision does not require you to indemnify Sightful for any unconscionable commercial practice, fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Spacetop.  You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Spacetop. 
22. Feedback. If you provide Sightful with any feedback or suggestions regarding the Spacetop, the Licensed Software or any related services (“Feedback”), you hereby assign to Sightful all rights in such Feedback and agree that Sightful shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Sightful will treat any Feedback you provide to Sightful as non-confidential. You agree that you will not submit to Sightful any information or ideas that you consider to be confidential.
23. Arbitration Agreement.   

Please read this section (the “Arbitration Agreement”) carefully.  It is part of your contract with Sightful and affects your rights.  It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. 

1. Applicability of Arbitration Agreement.  Subject to the terms of this Arbitration Agreement, you and Sightful agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Spacetop, any communications you receive, any products sold or distributed through the Spacetop or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Sightful may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Sightful may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
2. Informal Dispute Resolution.  There might be instances when a Dispute arises between you and Sightful.  If that occurs, Sightful is committed to working with you to reach a reasonable resolution.  You and Sightful agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”).  You and Sightful therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”).  If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
3. Notice of Initiation. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties.  Notice to Sightful that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to support@sightful.com.  The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
4. Precedent and Requirement. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.  In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute.  Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration.  The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
5. Waiver of Jury Trial.  YOU AND SIGHTFUL HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Sightful are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 23.1 (Applicability of Arbitration Agreement).  There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
6. Waiver of Class and Other Non-Individualized Relief.  YOU AND SIGHTFUL AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 23.15 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.  ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim.  Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 23.5 (Batch Arbitration).  Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Sightful agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of New York.  All other Disputes shall be arbitrated or litigated in small claims court.  This section does not prevent you or Sightful from participating in a class-wide settlement of claims.
7. Rules and Forum.  This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings.  If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Sightful agree that either party shall have the right to finally resolve the Dispute through binding arbitration.  The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement.  The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
8. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”).  The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. 
9. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address.  Such counsel must also sign the Request.  By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. 
10. Unless you and Sightful otherwise agree, or the Batch Arbitration process discussed in Section 23.15 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside.  Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.  If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum.  Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.
11. You and Sightful agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
12. Arbitrator.  The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators.  If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 23.15 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.
13. Authority of Arbitrator.  The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 23.6 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 23.6 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 22.6 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 23.15 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 23.15 (Batch Arbitration).  The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The award of the arbitrator is final and binding upon you and us.  Judgment on the arbitration award may be entered in any court having jurisdiction.
14. Attorneys’ Fees and Costs.  The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).  If you or Sightful need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.  The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
15. Batch Arbitration.  To increase the efficiency of administration and resolution of arbitrations, you and Sightful agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Sightful by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
16. All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief.  To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”).  In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly.  The Administrative Arbitrator’s fees shall be paid by Sightful.
17. You and Sightful agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
18. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
19. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: support@sightful.com, within thirty (30) days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.  If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
20. Invalidity, Expiration.  Except as provided in Section 23.6 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.  You further agree that any Dispute that you have with Sightful as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred.  Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
21. Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if Sightful makes any future material change to this Arbitration Agreement, we will notify you.  Unless you reject the change within thirty (30) days of such change become effective by writing to Sightful at the address above, your continued use of the Spacetop, including the acceptance of products and services offered on the Spacetop following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.  Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration.  If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Spacetop, any communications you receive, any products sold or distributed through the Spacetop or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect.  Sightful will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

24. Export Laws. You agree to comply fully with all applicable export laws and regulations to ensure that neither the Spacetop nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
25. Term and Termination. This Agreement is effective until terminated by us or you no longer use the Spacetop. If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the Spacetop in any way, your only recourse is to immediately discontinue use of the Spacetop. If this Agreement is terminated, the rights and licenses granted to you under this Agreement will terminate immediately and you will immediately stop all use of the Spacetop and the Licensed Software. All Sections intended to survive termination of this Agreement shall do so.  
26. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Sightful without restriction or notification. Any prohibited assignment shall be null and void.
27. Internet Charges. Please be aware that your use of the Spacetop may require and utilize internet connection or data access. To the extent that third party service provider or carrier charges for your internet or data usage are applicable, you agree to be solely responsible for those charges. 
28. Force Majeure. If Sightful is unable to provide the Spacetop as a result of an event beyond Sightful’s control, Sightful will not be in breach of this Agreement.
29. Governing Law and Disputes. This Agreement shall be governed by and construed in accordance with the laws of New York, without regard to its conflict of laws rules. You agree to submit to the personal and exclusive jurisdiction of the courts located in New York, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction.
30. General. This Agreement, and any other legal notices published by us in connection with the Spacetop, shall constitute the entire agreement between you and Sightful concerning the Spacetop. In the event of a conflict between this Agreement and any such legal notices, the terms of the applicable notice shall prevail with respect to the subject matter of such notice. No amendment to this Agreement will be binding unless in writing and signed by Sightful. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SPACETOP MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

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