Terms of sale

SIGHTFUL TERMS OF SALE

LAST UPDATED: May 30, 2024

Welcome to Sightful!  Sightful Inc., (“Sightful,” “we,” “us” or “our”) provides users with the ability to work from anywhere byoffering Spacetop, the world’s first AR laptop (collectively “Products”). These Sightful Terms of Sale(these “Terms”) govern your use ofany website operated by or on behalf of Sightful with a link to these Terms(the “Site”), including anypurchases of Products made on the Site. Please review our privacy policy to learn more about how Sightfulhandles your personal information.

Your use of the Site may be subject to additional terms (“Supplemental Terms”) and suchSupplemental Terms will either be listed in these Terms or will be presented toyou for your acceptance when you sign up to use any portion of the Site that issubject to these additional terms (“SupplementalService”).  If the Terms areinconsistent with the Supplemental Terms, the Supplemental Terms shall controlwith respect to such services.  The Termsand any applicable Supplemental Terms are referred to herein as the “Agreement.”

If you are the end user of one of our Products, your use of suchProducts is subject to the applicable end-user agreement presented to you atthe point of account creation or receipt of the Product (as applicable). Forexample, your use of the Spacetop Product is subject to the Terms of Use Agreementavailable at sightful.com/legal/terms-of-use,and you must agree to the terms of the Terms of Use Agreement prior to usingthe Spacetop Product.

BY CLICKING ON THE “I ACCEPT”BUTTON, PURCHASING OR PRE-ORDERING PRODUCTS ON THE SITE, AND/OR ACCESSING THESITE OR USING ANY OF THE SERVICES,  YOUACKNOWLEDGE AND AGREE THAT: (A) YOU HAVE READ, UNDERSTAND, AND AGREE TO BEBOUND BY THIS AGREEMENT; (B) YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD; AND (C)YOU ARE NOT A PERSON OR ENTITY BARRED FROM USING THE SITE, OR PRODUCTS UNDERTHE LAWS OF THE UNITED STATES. YOUFURTHER REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITYTO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF OR, AS APPLICABLE, THEENTITY THAT YOU REPRESENT). IF THE INDIVIDUAL ENTERING INTO THISAGREEMENT OR OTHERWISE ACCESSING OR USING THE SITE IS DOING SO ON BEHALF OF, ORWITHIN HIS OR HER CAPACITY AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF ANENTITY, SUCH INDIVIDUAL AND SUCH ENTITY (AS APPLICABLE) AGREE THAT: (i) THETERM “YOU” AND “YOUR” AS USED HEREIN APPLY TO SUCH ENTITY (AS APPLICABLE) AND SUCHINDIVIDUAL; AND (ii) THAT THE INDIVIDUAL ENTERING INTO THIS AGREEMENT HAS THEPOWER, RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OFSUCH ENTITY. THE “EFFECTIVE DATE” OF THIS AGREEMENT SHALLBE THE EARLIER OF (I) YOUR USE OF THE SITE, (II) YOUR ACCEPTANCE OF THE TERMSOF THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, OR (III) YOUR PLACEMENTOF AN ORDER FOR PRODUCTS.  

IMPORTANT INFORMATION ABOUT ARBITRATION, CONSENTS ANDUPDATES TO THE AGREEMENT

PLEASE BEAWARE THAT SECTION 10 OF THESE TERMS CONTAINS PROVISIONS GOVERNING HOW DISPUTESTHAT YOU AND SIGHTFUL HAVE AGAINST EACH OTHER WILL BE RESOLVED, INCLUDINGWITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THEEFFECTIVE DATE OF THIS AGREEMENT. SECTION 10 CONTAINS, AMONG OTHER THINGS, ANAGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALLDISPUTES BETWEEN YOU AND SIGHTFUL BE RESOLVED BY BINDING AND FINALARBITRATION.  UNLESS YOU OPT OUT OF THEAGREEMENT TO ARBITRATE WITHIN THIRTY (30) DAYS OF THE EFFECTIVE DATE OF THISAGREEMENT: (A) YOU AND SIGHTFUL WILL ONLY BE PERMITTED TO PURSUE DISPUTES ORCLAIMS AND SEEK RELIEF AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS, NOT AS APLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDINGAND EACH OF US WAIVES OUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT ORCLASS-WIDE ARBITRATION; AND (B) EACH OF US IS WAIVING OUR RIGHT TO PURSUEDISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

THESE TERMS ARE SUBJECT TO CHANGE BY SIGHTFUL IN ITS SOLEDISCRETION AT ANY TIME.  When changes are made, Sightful will make anew copy of the Terms of Sale available on the Site, and any new SupplementalTerms will be made available from within, or through, the affectedservices.  We will also update the “LastUpdated” date at the top of the Terms of Sale.  If we make materialchanges to these Terms, we may (and, where required by law, will) also providenotification of changes in another way that we believe is reasonably likely toreach you, such as via e-mail if you have provided that to us, or anothermanner through the Site (which may include posting an announcement on theSite). Sightful may require you to provide consent to the updated Agreement in aspecified manner before further use of the Site is permitted. If you do notagree to any change(s) after receiving a notice of such change(s), you shallstop using the Site.  Otherwise, your continued use of the Siteconstitutes your acceptance of such change(s).  PLEASE REGULARLYCHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.

1.      ACCESS TO THE SITE.

1.1           License.  Subject to theseTerms, Sightful grants you a non-transferable, non-exclusive, revocable,limited license to use and access the Site solely for your own personal orinternal business use.

1.2           Certain Restrictions.  The rightsgranted to you in these Terms are subject to the following restrictions: (a)you shall not license, sell, rent, lease, transfer, assign, distribute, host,or otherwise commercially exploit the Site, whether in whole or in part, or anycontent displayed on the Site;  (b) youshall not modify, make derivative works of, disassemble, reverse compile orreverse engineer any part of the Site; (c) you shall not access the Site inorder to build a similar or competitive website, product, or service;  and (d) except as expressly stated herein, nopart of the Site may be copied, reproduced, distributed, republished,downloaded, displayed, posted or transmitted in any form or by any means.  Unless otherwise indicated, any futurerelease, update, or other addition to the functionality of the Site shall besubject to these Terms.  All copyrightand other proprietary notices on the Site (or on any content displayed on theSite) must be retained on all copies thereof.

1.3           Modification.  Sightful reservesthe right, at any time, to modify, suspend, or discontinue the Site (in wholeor in part) with or without notice to you. You agree that neither Sightful nor its affiliates will be liable to youor to any third party for any modification, suspension, or discontinuation ofthe Site or any part thereof.

1.4           No Support or Maintenance.  You acknowledgeand agree that Sightful will have no obligation to provide you with any supportor maintenance in connection with the Site.

1.5           Ownership.  You acknowledgethat all intellectual property rights, including copyrights, patents,trademarks, and trade secrets, in the Site and its content are owned bySightful or Sightful’s affiliates. Neither these Terms (nor your access to the Site) transfers to you orany third party any rights, title, or interest in or to such intellectualproperty rights, except for the limited access rights expressly set forth inSection 1.1.  Sightful and its affiliatesreserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

2.      ORDERS AND TERMS OF SALE.  These Terms will govern any order to purchaseProducts you make through the Site.  

2.1           Product Descriptions. Except as otherwise agreed in writing, descriptions,images, references, features, content, specifications, products, price andavailability of any Products are subject to change without notice.  With respect to sales via the Site, we willmake reasonable efforts to accurately display the attributes of our Products onthe Site. By placing an Order (as defined below), you represent that theProducts will be used only for your personal purposes and in a lawfulmanner.  We reserve the right, with orwithout prior notice, to limit the available quantity of or discontinue anyProduct.  

2.2           Ordering Process. You may place an order for theProduct(s) (each, an “Order”) via the Site. We may choose to accept or declineyour Order for any lawful reason. When you place your Order, you will berequired to input your Payment Provider information (as defined below). Dependingon Product availability, you may also be required to pre-order the Product andsecure your Order by paying a refundable deposit (which will be applied to thepurchase price) . For the avoidance of doubt, all pre-orders will be deemedOrders for purposes of these Terms, but you may cancel your pre-ordered Productprior to shipment. Pre-orders will be fulfilled in the order in which they arereceived by Sightful. Your Order will be deemed accepted by Sightful upondelivery of the Product(s) that you have ordered. Other than as expressly setforth herein, Orders (excluding pre-orders that have not yet shipped) may notbe cancelled or rescheduled without the written consent of Sightful. We maycancel or deny an Order placed by you at any time and for any lawful reasonprior to our delivery of the Product(s), including without limitation if aProduct is discontinued or otherwise becomes unavailable, provided that we willrefund any fees and/or deposits that you prepaid for those Products. Inaddition, we may designate certain Products as not eligible for return and thesale of such Products will be final, with notice of such final sale stated inthe Product description and/or the Order acceptance confirmation.

2.3           Shipping. All shipping times that may be shownon the Site or otherwise presented to you in connection with an Order areestimates only. Actual delivery dates may vary. Shipping and delivery of theProducts may be performed by Sightful’s authorized third-party logisticspartners and technicians. While Sightful will make a good faith effort todeliver the Products in a timely manner and subject to your placement of anOrder, Sightful is not responsible or liable for any delays or failure in suchdelivery, including without limitation, delays based on weather or other eventsbeyond Sightful’s reasonable control.

Sightful ships Products to street addresses within theUnited States and its territories. Upon shipment, we, or one of our third-partypartners, will send you notice confirming the shipment at the email addressassociated with your Order.  We do notallow address changes after we send such email confirmation of your Ordershipment. Not all delivery options are available in all areas.  All shipments are FOB Destination and therisk of loss and title for Products you purchase passes to you upon ourdelivery of the Products to you.

Replacement of Products and credits for shipped Productsclaimed as not received are subject to investigation, which may includenotifying the carrier. No casualty or damage, after such delivery, will relieveyou from the obligation to pay Fees (defined below), or to comply with anyother obligations under this Agreement. Your acceptance of delivery of anyProduct hereunder will be deemed your acknowledgement that (a) all Productslisted in the applicable Order have been received, and (b) such Products showno obvious signs of physical damage. Your Product shipment will be delivered via UPS or any other carrier wemay engage. All reports of damages to a Product incurred during shipment mustbe reported to Sightful within three (3) business days of your receipt of theProduct by emailing Sightful’s customer support at support@sightful.com.  Products damaged during shipment will besubject to the terms of Sightful’s Return Policy.  

2.4           Tracking your Order. As your Order ships, we, or one of our third-partyshipping partners, will send you an email providing the shipment trackingnumber(s). To see the detailed progress of your shipment, click on the trackingnumber link provided in your email. Please note that tracking details may notbe active immediately; in that case, check back in several hours or thefollowing day.

2.5           Return Policy. Product returns are subject to our Return Policy locatedat sightful.com/legal/return-policy.  If you are eligible for a return under ourReturn Policy, please follow the procedures specified in the policy.

2.6           Limited Product Warranty. For Products, the only warranty is the Limited ProductWarranty available at sightful.com/legal/product-warranty

2.7           Custom Orders for PrescriptionLenses. After you place an Order on theSite, you may have the opportunity to provide a photograph, or other proof ofyour vision prescription to one of our third-party partners by following theinstructions provided to you by such third-party partner. Subject to payment ofadditional fees presented to you at the point of purchase (if any), if youprovide your vision prescription details in accordance with this Section, theProduct will be customized by one of our third-party partners to include prescriptionlenses.  All prescription lenses aremanufactured by one of our third-party partners. Sightful does not access orstore your prescription information. You are solely responsible for ensuring that THEprescription YOU PROVIDE TO OUR THIRD-PARTY PARTNERS IS accurate and up to date;neither Sightful nor Sightful’s suppliers will have any liability for yourfailure to provide an accurate OR up-to-date prescription.  

2.8           Restriction on Resale. Products sold on the Site or otherwise by Sightful arenot authorized for commercial resale to any third parties. Sightful reservesthe right to decline any Order that we deem to possess characteristics ofreselling.

3.      FEES.

3.1  Orders and Fees.Sightful reserves the right at any time to change its prices and billingmethods upon posting to the Site or otherwise providing notice to you. Youagree to pay all fees or charges (collectively “Fees”) you incur in connection with any order you place inaccordance with the fees, charges and billing terms in effect (e.g., as setforth on the Site, or under the terms of any Supplemental Terms between you andSightful) at the time such Fees are due and payable. To place an order on theSite or otherwise, you must provide us with a valid Payment Provider (asdefined below), a current billing address, and any other information you areprompted to provide during the ordering process.

3.2 Payments. Payments for Orders must be made via credit card or any other method ofpayment that we accept at the time of purchase. To pay for an Order, you willneed to provide Sightful’s payment processor (discussed below) with theinformation necessary to process your order, which may include a valid creditcard (Visa, MasterCard, or any other issuer accepted by us) (“PaymentProvider”). Your Payment Provider agreement governs your use of thedesignated credit card, and you must refer to that agreement, not this Agreement,to determine your rights and liabilities. By providing such payment processor with your credit card number andassociated payment information, you agree that we are authorized to immediatelyinvoice for all Fees due and payable to us for purchases made hereunder andthat no additional notice or consent is required.  You agree to immediately notify us of anychange in your billing address or the Payment Provider used for paymenthereunder.  You represent and warrantthat you will not use any Payment Provider or other payment method unless youhave all necessary authorization to do so.

3.3 Payment Processor. Our store is hosted on Shopify Inc.’s(“Shopify”) online e-commerce platform that allows us to sell ourProducts to you, and utilize Shopify’s payment services (e.g., credit cardtransaction processing, merchant settlement and related services). Bypurchasing a Product, you agree to be bound by Shopify’s Payments Terms of Use,available at https://www.shopify.com/legal/terms-payments-us and PrivacyPolicy available at https://www.shopify.com/legal/privacy. You herebyconsent to provide and authorize Sightful and Shopify to share any informationand payment instructions you provide to the minimum extent required to completepayment transactions.

3.4  Taxes andFees. Unlessotherwise specified at the time of purchase, all applicable taxes and othercharges, if any, are in addition to the prices shown for the Products. IfSightful determines it has a legal obligation to collect any sales, use,excise, services or other tax measured by the value of sales or services (“SalesTax”) from you in connection with this Agreement, Sightful shall collectsuch Sales Tax in addition to the amounts required under this Agreement.  If any transactions made through the Site orotherwise, or your use of the Products under this Agreement is subject to SalesTax in any jurisdiction and you have not remitted the applicable Sales Tax toSightful, you will be responsible for the payment of such Sales Tax and anyrelated penalties or interest to the relevant tax authority, and you willindemnify Sightful for any liability or expense Sightful may incur inconnection with such Sales Taxes.  UponSightful’s request, you will provide it with official receipts issued by theappropriate taxing authority, or such other evidence that you have paid allapplicable taxes.  

3.5 Bill Inquiries and Refunds. If you believe you have been billedin error, please notify us within thirty (30) days from purchase by contactingus at support@sightful.com . Sightful will not issue refunds orcredits after the expiration of this thirty (30) day period, except whererequired by applicable law.

3.6  Discounts. We may, inour sole discretion, create discounts and promotional codes that may beredeemed for credit, or other features or benefits, subject to any additionalterms that we establish on a per promotional code basis (“Promo Codes”). Only Promo Codes sent to you through officialSightful communications channels are valid. You agree that Promo Codes: (a)must be used for the intended audience and purpose, and in a lawful manner; (b)may not be duplicated, sold, or transferred in any manner, or made available tothe general public (whether posted to a public forum or otherwise), unlessexpressly permitted by us; (c) may be disabled by us at any time for any reasonwithout liability to us; (d) may only be used pursuant to the specific termsthat we establish for such Promo Code; (e) are not redeemable for cash; and (f)may expire prior to your use.

4.     FEEDBACK. If you provide Sightful with any feedback or suggestionsregarding the Products or the Site (“Feedback”),you hereby assign to Sightful and/or its affiliates all rights in such Feedbackand agree that Sightful shall have the right to use and fully exploit suchFeedback and related information in any manner it deems appropriate. Sightfulwill treat any Feedback you provide to Sightful as non-confidential. You agreethat you will not submit to Sightful any information or ideas that you considerto be confidential.

5.     SIGHTFUL COMMUNICATIONS

5.1     Generally. You may havethe opportunity to provide us with your e-mail address or phone number. Byproviding your email address or phone number to us, you consent to receiveemail communications and/or SMS/text communications from Sightful.Communications from us may include communications about your use of theProducts or the Products you have purchased through the Site.

5.2       Promotional Email Communications. If you opt-in to receive marketing or promotional emailcommunications from us, you will have the ability to opt out of receiving suchcommunications by following the unsubscribe instructions in the communicationitself. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVEPROMOTIONAL EMAILS AS A CONDITION OF USING THE SITE OR PURCHASING PRODUCTSTHROUGH THE SITE.

5.3       Electronic Communications.Communications between you and Sightful may use electronic means, whether youuse the Site or Products, or send us emails, or whether Sightful posts noticeson the Site or communicates with you via email. For contractual purposes, you(a) consent to receive communications from Sightful in an electronic form; and(b) agree that all terms and conditions, agreements, notices, disclosures, andother communications that Sightful provides to you electronically satisfy anylegal requirement that such communications would satisfy if they were to be ina hardcopy writing. The foregoing does not affect your non-waivable rights.

6.          INDEMNIFICATION.You shall indemnify and holdSightful (and its officers, employees, and agents) harmless, including forcosts and attorneys’ fees, from any claim or demand made by any third party dueto or arising out of (a) your use of, or inability to use the Site; (b) yourviolation of this Agreement; or (c) your violation of applicable laws orregulations. Sightful reserves the right, at your expense, to assume theexclusive defense and control of any matter for which you are required toindemnify us, and you shall cooperate with our defense of these claims. Youshall not to settle any matter without the prior written consent of Sightful.Sightful will use reasonable efforts to notify you of any such claim, action orproceeding upon becoming aware of it.

7.     DISCLAIMERS

7.1       No Commercial Use.We expressly disclaim any liability for any commercial (i.e., non-personal) useof a Product. We do not warrant that Products can be commercially used in anyspecific regulated field or sector (for example, the government, healthcare,medical, or educational fields), or are suitable or designed for use for anyparticular commercial use, field or sector, or environment. It is yourresponsibility to determine whether a Product can be used in compliance withapplicable laws and regulations. You agree not to use a Product for anycommercial use that, under applicable law, would impose additional legalrequirements on us or otherwise expose us to any liability relating to anythird party.

7.2      As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS SET FORTH IN OUR LIMITEDWARRANTY, YOUR USE OF THE SITE AND PRODUCTS IS AT YOUR SOLE RISK, AND THE SITEAND PRODUCTS ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALLFAULTS AND NO GUARANTEES REGARDING OUTCOMES OR PERFORMANCE.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLELAW, SIGHTFUL (AND OUR AFFILIATES) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIESAND CONDITIONS OF ANY KIND, WHETHER EXPRESS, SIGHTFUL, OR STATUTORY, INCLUDINGALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT ARISING FROM THESITE AND PRODUCTS. WE (AND OUR AFFILIATES) MAKE NO WARRANTY THAT THE SITE ORPRODUCTS WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED,TIMELY, SECURE, OR ERROR-FREE BASIS, OR THAT IT WILL BE ACCURATE, RELIABLE,FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.   INSOFAR AS SUCH WARRANTIES CANNOT BEDISCLAIMED, SIGHTFUL LIMITS THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THEDURATION OF SIGHTFUL’S EXPRESS LIMITED WARRANTY AND, AT SIGHTFUL’S OR ITSAFFILIATES’ OPTION, THE REFUND AND REPLACEMENT REMEDIES DESCRIBED THEREIN.

SOME JURISDICTIONS DO NOT ALLOW (i) THEEXCLUSION OF IMPLIED WARRANTIES OR (ii) LIMITATIONS ON HOW LONG AN IMPLIEDWARRANTY LASTS, SO THE ABOVE EXCLUSION AND LIMITATION MAY NOT APPLY TOYOU.  

8.     LIMITATION ONLIABILITY

EXCEPT TO THE EXTENT PROHIBITED BYAPPLICABLE LAW, SIGHTFUL SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT,SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE OR DATA,RESULTING FROM ANY BREACH OF AN EXPRESS OR IMPLIED WARRANTY OR CONDITION, ORUNDER ANY OTHER LEGAL THEORY, EVEN IF SIGHTFUL HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION WHETHER INCONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY.  THE FOREGOING LIMITATION WILL NOT APPLY TODEATH OR PERSONAL INJURY CLAIMS, OR ANY STATUTORY LIABILITY FOR INTENTIONAL ANDGROSS NEGLIGENT ACTS AND/OR OMISSIONS. TO THE MAXIMUM EXTENT PERMITTED BY LAW,NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOUFOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSEWHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BELIMITED TO ONE HUNDRED U.S. DOLLARS($100.00). THEEXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THATOUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TOTHIS AGREEMENT.

SOMEJURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FORINCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAYNOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTALELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SIGHTFUL AND YOU.

9.               TERM AND TERMINATION.  Subjectto this Section, these Terms will remain in full force and effect while you usethe Site.  We may suspend or terminateyour rights to access or use the Site at any time for any reason at our solediscretion, including for any use of the Site in violation of these Terms.  Upon termination of your rights under theseTerms, your right to access and use the Site will terminate immediately.  Sightful will not have any liabilitywhatsoever to you for any suspension or termination of your rights under theseTerms.  Even after your rights underthese Terms are terminated, the following provisions of these Terms will remainin effect:  Sections 1.2, 1.4, 1.5, and2.5, 2.6, and 3 - 11.

10.        ARBITRATIONCLAUSE AND CLASS ACTION WAIVER . Please read the followingarbitration agreement in this section (“Arbitration Agreement”) carefully. Itrequires that you and Sightful arbitrate disputes against one another.

DisputeResolution: PLEASE BE AWARE THAT THIS SECTION 10 CONTAINS PROVISIONSGOVERNING HOW DISPUTES THAT YOU AND Sightful HAVE AGAINST EACH OTHER WILL BERESOLVED. AMONG OTHER THINGS, THIS SECTION 10 INCLUDES AN AGREEMENT TOARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEENYOU AND SIGHTFUL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  THIS SECTION 10 ALSO CONTAINS A CLASS ACTIONAND JURY TRIAL WAIVER.  PLEASE READ THISSECTION 10 CAREFULLY.

10.1    Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, youand Sightful agree that any dispute, claim, or disagreement arising out of orrelating in any way to your access to or use of the Site, any communicationsyou receive, or the Terms, including claims and disputes that arose between usbefore the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than incourt, except that: (1) you and Sightful may assert claims or seek relief insmall claims court if such claims qualify and remain in small claims court; and(2) you or Sightful may seek equitable relief in court for infringement orother misuse of intellectual property rights (such as trademarks, trade dress,domain names, trade secrets, copyrights, and patents). For purposes of thisArbitration Agreement, “Dispute” will also include disputes that arose orinvolve facts occurring before the existence of this or any prior versions ofthe Terms as well as claims that may arise after the termination of these Terms.  

10.2        Informal Dispute Resolution. There may be instances when a Dispute arises between youand Sightful. If that occurs, Sightful is committed to working with you toreach a reasonable resolution. You and Sightful agree that good faith informalefforts to resolve Disputes can result in a prompt, low‐cost and mutuallybeneficial outcome. You and Sightful therefore agree that before either partycommences arbitration against the other (or initiates an action in small claimscourt if a party so elects), we will personally meet and confer telephonicallyor via videoconference, in a good faith effort to resolve informally anyDispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented bycounsel, your counsel may participate in the conference, but you also agree toparticipate in the conference.

The party initiating a Dispute mustgive notice to the other party in writing of its intent to initiate an InformalDispute Resolution Conference (“Notice”), which shall occur within 45days after the other party receives such Notice, unless an extension ismutually agreed upon by the parties in writing. Notice to Sightful that youintend to initiate an Informal Dispute Resolution Conference should be sent byemail to support@sightful.com. The Notice must include: (a) yourname, telephone number, mailing address, e‐mail address associated with youraccount (if you have one); (b) the name, telephone number, mailing address ande‐mail address of your counsel, if any; and (c) a description of your Dispute.

The Informal Dispute Resolution Conference shall beindividualized such that a separate conference must be held each time eitherparty initiates a Dispute, even if the same law firm or group of law firmsrepresents multiple users in similar cases, unless all parties agree; multipleindividuals initiating a Dispute cannot participate in the same InformalDispute Resolution Conference unless all parties agree. In the time between aparty receiving the Notice and the Informal Dispute Resolution Conference,nothing in this Arbitration Agreement shall prohibit the parties from engagingin informal communications to resolve the initiating party’s Dispute. Engagingin the Informal Dispute Resolution Conference is a condition precedent andrequirement that must be fulfilled before commencing arbitration. The statuteof limitations and any filing fee deadlines shall be tolled while the partiesengage in the Informal Dispute Resolution Conference process required by thissection.

10.3    Waiver of Jury Trial.  YOUAND SIGHTFUL HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE INCOURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Sightfulare instead electing that all Disputes shall be resolved by arbitration underthis Arbitration Agreement, except as specified in the subsection entitled“Applicability of Arbitration Agreement” above. There is no judge or jury inarbitration, and court review of an arbitration award is subject to verylimited review.

10.4    Waiver of Class and Other Non-Individualized Relief. YOU ANDSIGHTFUL AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 10.9 (BATCHARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON ANINDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, ANDTHE 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 MORETHAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OFANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, thearbitrator may award declaratory or injunctive relief only in favor of theindividual party seeking relief and only to the extent necessary to providerelief warranted by the party's individual claim. Nothing in this paragraph isintended to, nor shall it, affect the terms and conditions under the subsection10.9 (Batch Arbitration) entitled “Batch Arbitration.” Notwithstanding anythingto the contrary in this Arbitration Agreement, if a court decides by means of afinal decision, not subject to any further appeal or recourse, that thelimitations of this subsection, “Waiver of Class and Other Non-IndividualizedRelief,” are invalid or unenforceable as to a particular claim or request forrelief (such as a request for public injunctive relief), you and Sightful agreethat that particular claim or request for relief (and only that particularclaim or request for relief) shall be severed from the arbitration and may belitigated in the state or federal courts located in New York, New York. Allother Disputes shall be arbitrated or litigated in small claims court. Thissubsection does not prevent you or Sightful from participating in a class-widesettlement of claims.

10.5    Rules and Forum.  These Terms evidence a transaction involvinginterstate commerce; and notwithstanding any other provision herein withrespect to the applicable substantive law, the Federal Arbitration Act, 9U.S.C. § 1 et seq., will govern the interpretation and enforcement of thisArbitration Agreement and any arbitration proceedings. If the Informal DisputeResolution Process described above does not resolve satisfactorily within sixty(60) days after receipt of Notice, you and Sightful agree that either partyshall have the right to finally resolve the Dispute through bindingarbitration. The arbitration will be conducted by JAMS, an establishedalternative dispute resolution provider. Disputes involving claims,counterclaims, or request for relief under $250,000, not inclusive ofattorneys’ fees and interest, shall be subject to JAMS’s most current versionof the Streamlined Arbitration Rules and procedures available athttp://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shallbe subject to JAMS’s most current version of the Comprehensive ArbitrationRules and Procedures, available athttp://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available atwww.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available toarbitrate, the parties will select an alternative arbitral forum.  Your responsibility to pay any JAMS fees andcosts will be solely as set forth in the applicable JAMS rules.  

A party who wishes to initiate arbitration must providethe other party with a request for arbitration (the “Request”). The Request must include: (i) the name, telephonenumber, mailing address, e‐mail address of the party seeking arbitration andthe account username (if applicable) as well as the email address associatedwith any applicable account; (ii) a statement of the legal claims beingasserted and the factual bases of those claims; (iii) a description of theremedy sought and an accurate, good‐faith calculation of the amount incontroversy in United States Dollars; (iv) a statement certifying completion ofthe Informal Dispute Resolution process as described above; and (v) evidencethat the requesting party has paid any necessary filing fees in connection withsuch arbitration.

If the party requesting arbitration is represented bycounsel, the Request shall also include counsel’s name, telephone number,mailing address, and email address. Such counsel must also sign the Request. Bysigning the Request, counsel certifies to the best of counsel’s knowledge,information, and belief, formed after an inquiry reasonable under thecircumstances, that: (i) the Request is not being presented for any improperpurpose, such as to harass, cause unnecessary delay, or needlessly increase thecost of dispute resolution; (ii) the claims, defenses and other legalcontentions are warranted by existing law or by a nonfrivolous argument forextending, modifying, or reversing existing law or for establishing new law;and (iii) the factual and damages contentions have evidentiary support or, ifspecifically so identified, will likely have evidentiary support after areasonable opportunity for further investigation or discovery.  

Unless you and otherwise agree, or the Batch Arbitrationprocess discussed in subsection 10.9 (Batch Arbitration) is triggered, thearbitration will be conducted in the county where you reside. Subject to theapplicable JAMS rules, the arbitrator may direct a limited and reasonableexchange of information between the parties, consistent with the expeditednature of the arbitration.

You and Sightful agree that all materials and documentsexchanged during the arbitration proceedings shall be kept confidential andshall not be shared with anyone except the parties’ attorneys, accountants, orbusiness advisors, and then subject to the condition that they agree to keepall materials and documents exchanged during the arbitration proceedingsconfidential.

10.6        Arbitrator. The arbitrator will be either a retired judge or anattorney licensed to practice law in the state of New York and will be selectedby the parties from the JAMS roster of consumer dispute arbitrators. If theparties are unable to agree upon an arbitrator within thirty-five (35) days ofdelivery of the Request, then JAMS will appoint the arbitrator in accordancewith the applicable JAMS rules, provided that if the Batch Arbitration processunder subsection 10.9 (Batch Arbitration) is triggered, JAMS will appoint thearbitrator for each batch.

10.7        Authority of Arbitrator.  The arbitratorshall have exclusive authority to resolve any Dispute, including, withoutlimitation, disputes arising out of or related to the interpretation orapplication of the Arbitration Agreement, including the enforceability,revocability, scope, or validity of the Arbitration Agreement or any portion ofthe Arbitration Agreement, except for the following: (i) all Disputes arisingout of or relating to the subsection entitled “Waiver of Class and Other Non-IndividualizedRelief,” including any claim that all or part of the subsection entitled“Waiver of Class and Other Non-Individualized Relief” is unenforceable,illegal, void or voidable, or that such subsection entitled “Waiver of Classand Other Non-Individualized Relief” has been breached, shall be decided by acourt of competent jurisdiction and not by an arbitrator; (ii) except asexpressly contemplated in the subsection entitled “Batch Arbitration,” allDisputes about the payment of arbitration fees shall be decided only by a courtof competent jurisdiction and not by an arbitrator; (iii) all Disputes aboutwhether either party has satisfied any condition precedent to arbitration shallbe decided only by a court of competent jurisdiction and not by an arbitrator;and (iv) all Disputes about which version of the Arbitration Agreement appliesshall be decided only by a court of competent jurisdiction and not by anarbitrator. The arbitration proceeding will not be consolidated with any othermatters or joined with any other cases or parties, except as expressly providedin the subsection entitled “Batch Arbitration.” The arbitrator shall have theauthority to grant motions dispositive of all or part of any Dispute. Thearbitrator shall issue a written award and statement of decision describing theessential findings and conclusions on which the award is based, including thecalculation of any damages awarded. The award of the arbitrator is final andbinding upon you and us. Judgment on the arbitration award may be entered inany court having jurisdiction.

10.8        Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees andcosts in arbitration unless the arbitrator finds that either the substance ofthe Dispute or the relief sought in the Request was frivolous or was broughtfor an improper purpose (as measured by the standards set forth in Federal Ruleof Civil Procedure 11(b)). If you or Sightful need to invoke the authority of acourt of competent jurisdiction to compel arbitration, then the party thatobtains an order compelling arbitration in such action shall have the right tocollect from the other party its reasonable costs, necessary disbursements, andreasonable attorneys' fees incurred in securing an order compellingarbitration. The prevailing party in any court action relating to whethereither party has satisfied any condition precedent to arbitration, includingthe Informal Dispute Resolution Process, is entitled to recover theirreasonable costs, necessary disbursements, and reasonable attorneys’ fees andcosts.

10.9        Batch Arbitration. To increase the efficiency of administration and resolutionof arbitrations, you and Sightful agree that in the event that there are onehundred (100) or more individual Requests of a substantially similar naturefiled against Sightful by or with the assistance of the same law firm, group oflaw firms, or organizations, within a thirty (30) day period (or as soon aspossible thereafter), JAMS shall (i) administer the arbitration demands inbatches of 100 Requests per batch (plus, to the extent there are less than 100Requests left over after the batching described above, a final batch consistingof the remaining Requests); (ii) appoint one arbitrator for each batch; and(iii) provide for the resolution of each batch as a single consolidatedarbitration with one set of filing and administrative fees due per side perbatch, one procedural calendar, one hearing (if any) in a place to bedetermined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantiallysimilar nature” if they arise out of or relate to the same event or factualscenario and raise the same or similar legal issues and seek the same orsimilar relief. To the extent the parties disagree on the application of theBatch Arbitration process, the disagreeing party shall advise JAMS, and JAMSshall appoint a sole standing arbitrator to determine the applicability of theBatch Arbitration process (“AdministrativeArbitrator”). In an effort to expedite resolution of any such dispute bythe Administrative Arbitrator, the parties agree the Administrative Arbitratormay set forth such procedures as are necessary to resolve any disputespromptly. The Administrative Arbitrator’s fees shall be paid by Sightful.

You and Sightful agree to cooperate in good faith withJAMS to implement the Batch Arbitration process including the payment of singlefiling and administrative fees for batches of Requests, as well as any steps tominimize the time and costs of arbitration, which may include: (i) theappointment of a discovery special master to assist the arbitrator in theresolution of discovery disputes; and (ii) the adoption of an expeditedcalendar of the arbitration proceedings. This Batch Arbitration provision shallin no way be interpreted as authorizing a class, collective and/or massarbitration or action of any kind, or arbitration involving joint orconsolidated claims under any circumstances, except as expressly set forth inthis provision.

10.1030-Day Right to Opt Out. You have the right to opt out ofthe provisions of this Arbitration Agreement by sending written notice of yourdecision to opt out to support@sightful.com, within thirty (30) days after firstbecoming subject to this Arbitration Agreement. Your notice must include yourname and address, the email address you used to set up your Sightful account(if you have one), and an unequivocal statement that you want to opt out ofthis Arbitration Agreement. If you opt out of this Arbitration Agreement, allother parts of these Terms of Sale will continue to apply to you. Opting out ofthis Arbitration Agreement has no effect on any other arbitration agreementsthat you may currently have, or may enter in the future, with us.

10.11 Invalidity, Expiration.Except as provided in the subsection entitled “Waiver of Class or OtherNon-Individualized Relief”, if any part or parts of this Arbitration Agreementare found under the law to be invalid or unenforceable, then such specific partor parts shall be of no force and effect and shall be severed and the remainderof the Arbitration Agreement shall continue in full force and effect. Youfurther agree that any Dispute that you have with Sightful as detailed in thisArbitration Agreement must be initiated via arbitration within the applicablestatute of limitation for that claim or controversy, or it will be forever timebarred. Likewise, you agree that all applicable statutes of limitation willapply to such arbitration in the same manner as those statutes of limitationwould apply in the applicable court of competent jurisdiction.

10.12Modification. Notwithstanding any provision inthese Terms to the contrary, we agree that if Sightful makes any futurematerial change to this Arbitration Agreement, it will notify you. Unless youreject the change within thirty (30) days of such change becoming effective by emailingSightful at: support@sightful.com, your continued use of the Site,including the acceptance of products offered on or through the Site, followingthe posting of changes to this Arbitration Agreement constitutes youracceptance of any such changes. Changes to this Arbitration Agreement do notprovide you with a new opportunity to opt out of the Arbitration Agreement ifyou have previously agreed to a version of these Terms and did not validly optout of arbitration. If you reject any change or update to this ArbitrationAgreement, and you were bound by an existing agreement to arbitrate Disputesarising out of or relating in any way to your access to or use of the Site, ,any communications you receive, or the Agreement, the provisions of thisArbitration Agreement as of the date you first accepted these Terms (oraccepted any subsequent changes to these Terms) remain in full force andeffect. Sightful will continue to honor any valid opt outs of the ArbitrationAgreement that you made to a prior version of these Terms.

11.             GENERAL

11.1  Force Majeure.  Sightful shall not be liable to you for anyfailure to perform its obligations due to an event beyond Sightful’s control,including, but not limited to, any act of god, terrorism, war, politicalinsurgence, insurrection, riot, civil unrest, act of civil or militaryauthority, uprising, earthquake, flood, pandemic, epidemic, or any othernatural or man-made eventuality outside of that party’s control, which causesthe termination of an agreement or contract entered into, or which could nothave been reasonably foreseen. In the event that Sightful is impacted by suchan event, Sightful shall inform you and use all reasonable endeavors to complywith these Terms of Sale.

11.2  Exclusive Venue.To the extent the parties are permitted under this Agreement to initiatelitigation in a court, both you and Sightful agree that all claims and disputesarising out of or relating to this Agreement will be litigated exclusively inthe state or federal courts located in New York, New York.

11.3    Disclosures. If you are aCalifornia resident, you may report complaints to the Complaint Assistance Unitof the Division of Consumer Product of the California Department of ConsumerAffairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, orby telephone at (800) 952-5210.

11.4        Copyright/Trademark Information. Copyright © 2024, Sightful, Inc. All rights reserved.All trademarks, logos and service marks (“Marks”)displayed on the Site are our property or the property of other third parties.You are not permitted to use these Marks without our prior written consent orthe consent of such third party which may own the Marks. All goodwill generatedfrom the use of any Sightful Marks will inure to Sightful’s benefit.

11.5    Miscellaneous. TheseTerms of Sale represent the entire agreement governing your use of the Site,including your purchase of Products on the Site, and any prior agreements haveno force or effect. Our failure to exercise or enforce any right or provisionof this Agreement shall not operate as a waiver of such right or provision.Except as otherwise provided herein, no addition, amendment to or modificationof this Agreement shall be effective unless it is in writing and signed by andon behalf of both parties. The section titles in this Agreement are forconvenience only and have no legal or contractual effect. The word “including”means “including without limitation”. If any provision of this Agreement is,for any reason, held to be invalid or unenforceable, the other provisions ofthis Agreement will be unimpaired and the invalid or unenforceable provisionwill be deemed modified so that it is valid and enforceable to the maximumextent permitted by law. These Terms of Sale shall not be governed by theUnited Nations Convention on Contracts for the International Sale of Goods, theapplication of which is expressly excluded. This Agreement shall be freely assignable by Sightful. Except asotherwise expressly provided for in this Agreement, you may not assign yourrights and/or obligations under this Agreement without the prior writtenconsent of Sightful, which consent we may withhold in our sole and absolutediscretion.

11.6        Contact Information:

Sightful,Inc.

Email: support@sightful.com

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