WELENS TERMS OF SERVICE AND SOFTWARE LICENSE

FOR LENSPASS™ VR SERVICE, VR KIT, AND WELENS.COM

LAST UPDATED May 25, 2017

1. ACKNOWLEDGMENT AND ACCEPTANCE OF WELENS TERMS OF SERVICE; AMENDMENTS

This WeLens Terms of Service and Software License (“Service Terms”) is provided to You (“Customer,” “You,” or “Your”) in connection with the WeLens LensPass™ virtual reality service, the VR Kit virtual reality hardware package, the welens.com website, and associated software that We license (individually and collectively, the “Service”). These Service Terms comprise the entire agreement between Customer and WeLens, Inc. (“WeLens,” “Us,” “Our,” or “We”) with respect to the Service. If You are acquiring Service on behalf of a business, You represent that You are authorized to accept these Service Terms on its behalf. We may amend these Service Terms from time to time, in which case the new Service Terms will supersede prior versions. We will notify You of material changes via email and direct You to the latest version. Upon notice of a material modification of these Service Terms, except for such modifications required by law, You may notify us within two weeks of Our providing You notice of the amended Service Terms that You are requesting to terminate Your access to the Service affected by the change in terms. We will then either notify You that (a) Your Service will continue under the prior Service Terms or (b) Your ongoing access to the affected Service will be terminated and any prepaid fees will be prorated and returned to You. If You do not notify use within two weeks or if You continue using the Service after We have provided notice of any changes to these Service Terms, You will be deemed to have accepted the revised Service Terms.

2. DESCRIPTION OF SERVICES

Service includes one or more of the following, as applicable: (a) The LensPass Service. The LensPass Service consists of the ability to: upload Your virtual reality (VR) content to Our cloud servers (“Customer Content”); download, install and utilize (a) Our Android app (the “LensPass App”) which allows for the administration, management, and remote controlling of VR Content on mobile VR hardware devices (“VR Devices”) and (b) Our VR player application (“LensPlayer”) which allows for playing VR Content (defined below) across one or multiple VR Devices based on the pricing Plan You selected. (Collectively, the LensPass App and the LensPlayer are referred to as “Applications”); utilize Our web dashboard, located on www.welens.com (the “Site”) after You log into Your account to manage, schedule and play Customer Content and/or Third-Party Content (defined below), access device usage data, and activate and deactivate VR Devices by assigning or un-assigning a configuration of content and settings in the Account Dashboard of the Site (each such activated VR Device is an “Active Device”); allow other Service users to view information about and/or download and play Customer Content if You list that content publicly and/or enable public download and viewing of that Customer Content; and download and play on Active Devices (a) Customer Content and (b) VR content from other customers of WeLens only where those customers have elected to share their VR content with third parties (“Third-Party Content”). Customer Content and Third-Party Content are collectively referred to herein as “VR Content”. LensPass Service Exclusions: The LensPass Service does not include VR Devices or other hardware of any kind. We offer a separate VR hardware rental and purchase service, the VR Kit, described below. We do not support any products running Apple’s iOS operating system. To use the Applications, You must have an Android powered mobile device that is compatible with the mobile service. The LensPass Service expressly excludes and We do not support, except as expressly stated in these Service Terms with respect to the VR Kit, issues with VR Devices and other hardware devices of any kind and/or product support for 3rd party software applications. We do not warrant that the Applications will work with Your mobile devices and/or other hardware. LensPass Pricing Plans and Trial Accounts: WeLens offers different LensPass Service and pricing plans (LenssPass plans and VR Kit plans are referred to as “Plans”), and the features available will vary based on the Plan selected. See here for more details: http://www.welens.com/lenspass/pricing. Any new features that We choose to add to the LensPass Service are also subject to these Service Terms. However, the availability of some new features may require the payment of additional fees and/or consent to additional terms, and WeLens will determine at Our sole discretion whether access to any other such new features will require an additional fee. WeLens may offer free trial accounts where You may use the Service free of charge for a specified time period. Upon expiration of this time period, Your access to the Service will be terminated unless You choose to pay the applicable subscription fee and become a subscriber. You understand that only a single free trial account will be granted for a given email address. The provision, maintenance and termination of Free Trial accounts are within the sole discretion of WeLens and WeLens has no obligation or liability related to the provision, maintenance and termination of free trial accounts. (b) The VR Kit Device Package. The “VR Kit” device package includes: (i) one or more VR Devices (defined above in the LensPass Service description) that You may select to purchase or rent from one or more options currently available from Us; see here for current options: www.welens.com/vr-kits; and (ii) the LensPass App pre-installed on the VR Devices that You rent or purchase. From time to time We may make available additional features, software, and services as part of the VR Kit, which shall be deemed part of the VR Kit and subject to these Service Terms. VR Kit Exclusions: WeLens is not affiliated with Samsung, Oculus, Google, or any other companies that manufacture hardware, software, products, or services included in the VR Kit. You acknowledge that You are responsible for compliance with any terms applicable to these third-party products and services and shall defend, indemnify, and hold Us harmless for any failure to comply with any such terms. VR Kit Pricing Plans: WeLens offers different VR Kit Plans, and the features available will vary based on the Plan selected. See here for more details: www.welens.com/vr-kits/pricing. Any new features that We choose to add to the VR Kit Service are also subject to these Service Terms. However, the availability of some new features may require the payment of additional fees and/or consent to additional terms, and WeLens will determine at Our sole discretion whether access to any other such new features will require an additional fee.

3. ASSUMPTION OF RISK TO USE VIRTUAL REALTY SERVICES.

You agree to use the Services (including VR Devices, the VR Kit, Applications, and VR Content) safely and with care. You assume all liability in the event of costs arising from malfunction or failure of the VR Devices or personal injury relating to the Service. It is Your responsibility to comply with all applicable laws, safety precautions, and regulations relating to Your use of the Services, including the VR Devices. YOU EXPRESSLY ACKNOWLEDGE THAT “VIRTUAL REALITY” DEVICES AND/OR CONTENT MAY CAUSE PERSONAL INJURY INCLUDING DEATH IN CERTAIN CASES AND AS BETWEEN WELENS AND YOU, YOU SHALL BE SOLELY RESPONSIBLE FOR ENSURING APPROPRIATE WARNING NOTICES ARE PROVIDED TO EVERY END USER OF THE VR CONTENT AND/OR SERVICE MADE AVAILABLE HEREUNDER BY YOU. You acknowledge and agree, to the maximum extent permitted by law, to (i) assume full risk and financial responsibility for the use of Our Services and (ii) indemnify and hold WeLens Parties (defined below) harmless and release Us from any and all liability for any injury which may be suffered by You or anyone You allow to use the Services. You should carefully review the Indemnification, Disclaimer of Warranties, Limitation of Liability, and Binding Arbitration and Class Action Waiver sections, below, before agreeing to these Service Terms.

4. LICENSE TO USE THE SERVICES

Subject to compliance with all of the terms herein, Customer is permitted a non-exclusive, limited, non-transferable, and revocable license, during the term, to use the applicable Service only for Customer’s personal and internal business purposes on Customer’s technology, including up to the number of Active Devices paid for under the applicable Plan, and not for any other commercial use, including resale or transfer to others. For the avoidance of doubt, Customer may not sell, lease, or rent access to or use of the Service, but Customer may allow its direct customers to view Customer Content and Third-Party Content on Active Devices where Customer is utilizing the Services to enable such viewing. Customer acknowledges that any Third-Party Content is offered on a pass through license from the applicable WeLens’ customer who uploaded that Third-Party Content and any use by Customer is strictly “AS IS” and at Customer’s risk. Third-Party Content may be subject to additional use restrictions set forth on the Site where such Third-Party Content is available, and Customer agrees to abide by all such restrictions. The following additional terms and conditions apply with respect to any Applications that WeLens provides to You designed for use on an Android-powered mobile device (an “Android App”): You acknowledge that these Service Terms are between You and WeLens only, and not with Google, Inc. (“Google”). Your use of the Android App must comply with Google’s then-current Play Store Terms of Service. Google is only a provider of the Play Store where You obtained the Android App. WeLens, and not Google, is solely responsible for the Android App. Google has no obligation or liability to You with respect to the Android App or these Service Terms. You acknowledge and agree that Google is a third-party beneficiary to the Service Terms as they relate to the Android App. WeLens reserves the right to terminate Customer’s use of the Service for breach in accordance with these Service Terms, if WeLens determines, in Our sole business judgment, that the Service is being used (a) fraudulently, (b) maliciously, (c) unreasonably, (d) in excess of the number of devices included in the Plan purchased by Customer, or (e) in violation of these Terms of Service. All rights, title and interest in and to the Service and its components, including all related intellectual property rights, will remain with and belong exclusively to WeLens and Our third-party vendors, except as expressly provided herein with respect to the purchase of VR Kits.

5. RESTRICTIONS

Customer shall not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service (including rented VR Kits, Applications and any Third-Party Content or WeLens Content) available to any third party, other than as expressly permitted by these Service Terms; (b) use the Service to process data on behalf of any third party, (c) modify, adapt or hack the Service to falsely imply any sponsorship or association with WeLens, or otherwise attempt to gain unauthorized access to the Service or Our related systems or networks; (d) use the Service in any unlawful manner, including but not limited to violation of any persons privacy rights, infringing any person’s intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages in violation of applicable law, (e) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (f) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service; (g) use the Service to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (h) attempt to use any method to gain unauthorized access to any paid features of the Site; (i) unless otherwise explicitly agreed to in writing by WeLens, use the Site or any content obtained from it to develop, as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (j) use automated scripts to collect information from or otherwise interact with the Site or the Service, except as provided below with respect to operators of public search engines; (k) deep-link to the Site for any purpose (other than WeLens’ home page), unless expressly authorized in writing by WeLens; (l) impersonate any other user of the Service; or (m) try to use, or use the Service in violation of these Service Terms. Notwithstanding the foregoing, WeLens grants the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. WeLens reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including profile names, from the Site, nor to use the communication systems provided by the Site for any commercial solicitation purposes. You agree not to upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any form of solicitation. You agree not to solicit, for commercial purposes, any users of the Site or the Service with respect to their Customer Content. Other than VR Content, Customer may not use, download, or copy any information, data, text, photographs, graphics, video, or other materials provided with the Services (“WeLens Content”) unless: (1) Customer uses the Content solely for personal, informational and non-commercial purposes; (2) WeLens’s existing trademarks and/or copyright symbol and statement appears on each downloaded or copied page; and (3) no modifications are made to any WeLens Content. The rights granted to Customer in connection with the Service constitute a license and not a transfer of title. WeLens reserves the right to revoke the authorization to view, download and print the WeLens Content available through the Service at any time, and any such use shall be discontinued immediately upon notice from WeLens. Except as expressly provided herein, Customer may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit or distribute any WeLens Content from the Service in whole or in part without the prior written permission of WeLens. Any rights not expressly granted herein are reserved by WeLens. Additionally, with respect the Applications, You may not: (i) modify, disassemble, decompile or reverse engineer the Applications, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Applications to any third-party or use the Applications to provide time sharing or similar services for any third-party; (iii) make any copies of the Applications; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Applications, features that prevent or restrict use or copying of any content accessible through the Applications, or features that enforce limitations on use of the Applications; or (v) delete the copyright and other proprietary rights notices on the Applications. You acknowledge that We may from time to time issue upgraded versions of the Applications, and may automatically electronically upgrade the version of the Applications that You are using, including on Your mobile device. You consent to such automatic upgrading on Your mobile device, and agree that these Service Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Applications or any copy thereof, and WeLens and Our third-party licensors or suppliers retain all right, title, and interest in and to the Applications (and any copy of the Applications). Standard carrier data charges and internet access charges may apply to Your use of the Applications.

6. PAYMENTS AND RETURNS

(a) LensPass Service LensPass Fees. Customer agrees to pay the fees (including any applicable taxes) for the Service at the rates in effect at the time of purchase, and in accordance with the Plan selected by Customer. Current Plans are available here: http://www.welens.com/lenspass/pricing. Payment will be due and charged upfront for the applicable Plan term, and in advance of each automatic renewal term. In addition, if Customer adds additional Active Devices to the Service, additional fees shall be charged at that time at the then current pricing for the applicable Plan. Recurring Charges; Auto-renewal of the Service. Unless otherwise agreed to in writing by WeLens, the Service is made available on a pay-as-you-go basis and is charged at the start of Your elected subscription term (generally monthly or annually). If You do not provide Your credit card or other payment information to WeLens before the expiration of any applicable free trial period, Your account will be suspended until payment information and charge authorization are provided. We will notify You either through the LensPass Service (e.g., when You log into the Site on the Account Billing page) or via e-mail 30 days prior to the upcoming renewal of Your then current subscription term. Unless You cancel Your subscription prior to the expiration of its current subscription term, or We provide You with any notice to the contrary (whether via e-mail or through the Service), We will automatically renew Your subscription based on Your plan’s renewal cycle and will charge Your credit card with the applicable renewal subscription fees. Subscriptions must be cancelled at least 3 business days prior to expiration of the then current term to avoid automatic renewal. You may cancel Your subscription by visiting the Account Billing page in on the Site at https://www.welens.com/account/billing and clicking the “Cancel Subscription” option; this will prevent any further payments from occurring for future subscription periods. Changes to Fees. We may change the fees and charges applicable to the extension or renewal of any Plan by giving Customer notice of such changes at least 30 days prior to the renewal term in advance of the renewal of any Plan. Your failure to cancel Your subscription shall constitute agreement to the new pricing. Authorization to Charge. By becoming a subscriber of the Service and submitting Your credit card information to WeLens, You authorize WeLens to charge the billing source You have provided for Your account according to the subscription plan You selected and the terms herein, until Your account is terminated. Failure to Pay or Provide Updated Payment Information. If You fail to pay Your subscription fee on time, or if Your credit card payment information is entered in error or does not go through for processing and You do not update payment information upon Our request, Your entire subscription may be suspended or cancelled. WeLens reserves the right to remove Your settings and all Customer Content from Our servers with no liability or notice to You. This right to terminate or suspend is additional to all other rights and remedies WeLens has. (b) VR Kit Rental and Purchase. We offer both purchase and rental options for the VR Kit. For the avoidance of doubt, “purchase” or “sale” in connection with any Application or other software refers to the paid license provided herein. The following terms apply to both rental and purchase of the VR Kit: VR Kit Fees. Customer agrees to pay the fees (including any applicable taxes) for the VR Kit at the rates in effect at the time of purchase, and in accordance with the Plan selected by Customer. Current Plans are available here: www.welens.com/vr-kits/pricing. Payment will be due and charged 5 business days before the order start date indicated on the invoice, if not otherwise specified. Shipping costs are included in the order price, unless otherwise specified in the check out process. You agree to pay the full total fees due for Your order before the order start date, or the date otherwise specified in Your order invoice. WeLens may cancel Your order if the required payment has not been made by the due date, or, in the event We ship Your order before receipt of full payment, we may charge a late payment fee the lesser of (i) 10% of Your order total for every day after the due date that Your order fees are not paid and (ii) the maximum amount permitted by law. Price Changes. All prices and availability are subject to change without notice. Delivery; Cancellation. We cannot guarantee a day or time for delivery. All listed arrival times are estimates only. We reserve the right to cancel any order for any reason and provide a refund at any time before delivery occurs. You may cancel an order at any time for any reason until 5 business days before Your order start date (and before we ship Your order), unless another cancellation deadline is stated by Us in the invoice. Authorization to Charge. A credit card is required to be on file for all orders, unless otherwise specified. This includes orders that will be paid via check or another payment method. By submitting Your credit card information to WeLens, You authorize WeLens to charge the billing source You have provided for Your account according to the VR Kit Plan You selected and the terms herein. The following terms apply to only the purchase of the VR Kit: Limited Return Policy. In the event that a VR Devices that You purchased from Us does not work as advertised by Us with Our Applications to play VR Content, We will repair or replace the VR Device, or refund the applicable fees at Our sole discretion if You notify us in writing via email (at support@welens.com) and return the VR Device (and all other components of Your VR Kit) at Your expense and fully insured within 30 days of Your order start date via Fedex or another provider that We approve in wrtiting; provided, however, this limited remedy shall not apply to physical damage, operating system or other software or firmware updates not installed by Us or with Our written authorization, or any other unauthorized change to the VR Device software or firmware. This limited return policy sets forth Our sole obligation and Your sole remedy with respect to any defect regarding the VR Kit You purchased from Us. You may also have a separate limited warranty from the manufacturer of the VR Device, but We cannot assist or advise You and disclaim any responsibility regarding any such warranties. The following terms apply to only the rental of the VR Kit: Rental Term. The term of Your lease for the VR Kit shall be in accordance with the date of rental and the date of return listed on the order invoice, based on the Plan You selected. By agreeing to these terms, You agree to return all of the VR Devices, and every component of the VR Kit, by the end of the business day on the “date of return” listed on the order invoice. In the event that equipment malfunctions, You shall contact Us immediately and arrange to return the equipment prior to the end of the rental term. We agree to refund any portion of Your advanced rental payment due to malfunction on a pro-rata basis. Authorized Return Method. Fedex is Our authorized shipping provider unless a different return shipping method is authorized by Us in writing. Failure to comply with our return requirements may result in additional charges to You due to damage, late return, or the VR Devices not being returned to Us, as described below. Fees for Late returns. Late returns (which are returns arriving after the end of the business day on the “date of return” listed on the order invoice) shall incur a late fee the lesser of (i) 20% of the order value per day and (ii) the maximum amount permitted by law. All late fees will be charged to You through the form of payment You provided upon checkout and You hereby consent to such fees. Unreturned equipment. All equipment included in the VR Kit must be returned by the date of return stated on the order invoice. We consider equipment to be “returned” by You if the tracking information provided through Fedex (or other shipping provider that We authorize in writing) reflects that the equipment has been shipped back to Us. In the event the rental is not returned to Us within 7 days after the due date for any reason, the VR Kit will be considered lost or stolen and You will be charged the full value of that equipment as determined by WeLens in Our reasonable discretion. We additionally reserve all rights at law and equity to seek any and all applicable civil and criminal remedies in the event You do not return the VR Kit as required herein. Lost or Stolen Equipment. You assume the risk of loss of the equipment due to any cause after We ship it to You and before You return the VR Kit via an authorized method. You are responsible for any replacement costs owing to the equipment being lost or stolen, as determined by WeLens in Our reasonable discretion. Damaged Equipment. Upon rental of the VR Kit You agree to bear the risk of damage to the equipment from any cause, except during shipment to You. You must report pre-existing damage to us within 24 hours after the equipment arrives. If the equipment is damaged under Your possession, We will choose the method and venue for repair. We may choose to repair the equipment in-house or to send the equipment to an external repair facility. Costs relating to repairs will be assessed in accordance with market value for services and parts as determined by WeLens in Our reasonable discretion. You are responsible for all costs relating to repairs. If there is a dispute regarding the nature or origin of this damage, as Your sole remedy and Our sole obligation, We will send the equipment to a third-party repair facility chosen by Us. The opinion of the repair facility regarding the nature of the damage will be binding on the cost that We may charge You for the repairs. Dirty Equipment. You agree to return the equipment in clean condition. We may charge a cleaning fee for the equipment if any of the following must be removed from the equipment upon return to us: smoke, mud, dust, chalk, sand, or any other material as WeLens determines in Our reasonable discretion. Ownership. WeLens retains the right of ownership over all equipment and grants You only the limited rights to use the VR Kit as expressly authorized herein. However, WeLens does not make any claim to images, videos, sound recordings, or other content You make or use in connection with the VR Kit. Modifications. By agreeing to lease Our VR Devices, You agree not to materially modify or alter the equipment in any way. Modification of the equipment represents a violation of this agreement. In the event You modify the equipment, You agree to be responsible for all costs to restore the equipment to its original condition as provided to You or if We reasonably determine necessary, to replace the equipment. (c) General Payment Provisions Application to all Services. Default: In the event that You fail to pay any costs due pursuant to these Service Terms within 30 days of the payment due date, You will be considered in default, unless a shorter period is stated herein. WeLens reserves the right to pursue all applicable civil and criminal remedies, including but not limited to debt collection and attorney’s fees. Third-Party Payment Processer. WeLens uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for WeLens. For more information about Our billing practices and Your personal information please visit Our Privacy Policy. Taxes. Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Taxes may not be included in the advertised price. You are responsible for paying Taxes except those assessable against WeLens based on Our income. We will invoice You for such Taxes if We believe We have a legal obligation to do so.

7. REFUNDS AND CANCELLATION

Unless stated otherwise in writing by WeLens (which may include email), all fees and charges are nonrefundable except as stated expressly in these Service Terms. LensPass Cancellation: As stated above, You may cancel Your subscription to the LensPass Service by visiting the Account Billing page in on the Site https://www.welens.com/account/billing and clicking on Cancel Subscription; provided, however, You must cancel Your subscription at least 3 business days prior to the expiration of the then current subscription period in order to prevent the next renewal. At any time within 24 hours from the initial purchase of the Services (and not any renewal term), Customer may cancel the LensPass Services with immediate effect, receive a refund, and cancel any future payments effective immediately, by emailing support@welens.com but may not receive a refund of payments previously made. VR Kit Cancellation: As stated above, You may cancel an order for the VR Kit at any time for any reason until 5 business days before Your order start date (and before We ship Your order), unless another cancellation deadline is stated by Us in the invoice.

8. ACCOUNT REGISTRATION

In order to use the LensPass Service, You are required to register for which You will pay a subscription fee for use of the Service following the expiration or termination of any free trial accounts. The subscription fee, following the expiration or termination of any free trial accounts, must be prepaid in order to use the Service. If You add users to Your account, You must contractually bind each of such user to these Service Terms and, as between You and WeLens, You will be solely liable for any breach of these Service Terms by Your users. By adding any user to Your account, You represent and warrant that: You have obtained all necessary authorizations, consents, and licenses from such user to bind it to these Service Terms. You are at all times fully responsible and liable for all acts and omissions by Your users and You agree to indemnify WeLens for all claims and losses related to any such acts and/or omissions. To be eligible to use the Service, You must meet the following criteria and represent and warrant that You: (1) are 18 years of age or older; (2) are a resident of the United States; (3) are not currently restricted from the Service, or not otherwise prohibited from having a WeLens account, (4) are not using the Service in ways that compete with WeLens or misrepresent WeLens or the Service; (5) have full power and authority to enter into these Service Terms and doing so will not violate any other agreement to which You are a party; (6) will not violate any rights of WeLens, including intellectual property rights such as copyright or trademark rights; and (7) agree to provide at Your cost all equipment, software, and internet access necessary to use the Service, including but not limited to VR Devices (unless You separately purchase or lease them from Us as part of a VR Kit). Customer must provide complete and accurate identification, contact, and other information required as part of the registration process. Customer must notify WeLens immediately upon learning of any unauthorized disclosure or use of Customer’s password or other account information. WeLens has no liability for any unauthorized use of the Services under Customer’s account. You are responsible for all information, data, text, messages or other materials that You post or otherwise transmit via the Service, including but not limited to Customer Content. You are responsible for maintaining the confidentiality of Your login and account, and are fully responsible for any and all activities that occur under or in connection with Your login or account. You agree and acknowledge that Your login may only be used by one (1) person, and that You will not share a single login among multiple people. You agree that You will not sell, trade or otherwise transfer Your login or account to another party and that You will not, unless otherwise specifically agreed to in writing by WeLens, charge anyone for access to any portion of the Service, or any information therein. You agree that You are responsible for anything that happens through Your account, including the acts or omissions of Your users.

9. DATA PRIVACY AND SECURITY

In providing You the Service We shall maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your data and the personal data of Your end-users. These safeguards include encryption of Your data in transmission (using SSL or similar technologies). You agree that WeLens can access Your account information in order to respond to Your service requests and/or as necessary, in Our sole discretion, to provide You with the Services. We will not disclose such data except if compelled by law, permitted by You, or pursuant to the terms of the WeLens Privacy Policy, which is available at www.welens.com/privacy and is incorporated into these Service Terms. The Privacy Policy governs Our treatment of any information, including personally identifiable information, You submit to us. Please note that certain information, statements, data, and content which You may submit to or through the Service may reveal Your gender, ethnic origin, nationality, age, and/or other personal information about You. You acknowledge that Your submission of any information, statements, data, and content to Us is voluntary on Your part. The Privacy Policy is incorporated into this Agreement by reference.

0. SERVICE AVAILABILITY AND LIMITATIONS

The Service may not always be available due to system maintenance, Internet service disruptions, or other reasons that are both within and beyond Our control. The Service may be subject to additional requirements, limitations, and restrictions depending on the Plan purchase by Customer. Interruptions in the Service shall not serve as a basis to terminate Your subscription or demand a full or partial refund of any prepaid fees.

1. CUSTOMER’S RESPONSIBILITY TO BACK-UP DATA

Although the Service includes hosting of Customer Content, Customer agrees that WeLens shall not be liable under any circumstances for any loss, disclosure, alteration or corruption of any Customer Content or other data and/or information uploaded to the Service, and that Customer shall at all times be responsible for maintaining copies of Customer Content separate from the Service. If You rent a VR Kit, We are not responsible for any data of Yours that is contained on the VR Devices that You return to Us and You are responsible for ensuring that any such data is deleted.

2. INTELLECTUAL PROPERTY RIGHTS; LICENSE TO CUSTOMER CONTENT

WeLens retains all rights, title and interest in and to all patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”) related to the Service. The rights granted to You to use the Service under these Service Terms do not convey any additional rights in the Service, or ownership of any Intellectual Property Rights associated therewith. As between You and WeLens, You own the Customer Content and other information You provide to WeLens by uploading through the Service. You hereby grant WeLens and, if You select to share Your Customer Content, Our other customers, a nonexclusive, worldwide, perpetual, unlimited fully paid up and royalty-free right to us to use copy, prepare derivative works of, distribute, publish, make available, publicly perform, remove, retain, add, process, analyze, or otherwise exploit the Customer Content and other information for the purpose of providing the Service to You, and to Our other customers if You elect to make Your Customer Content available to Our other customers (You may select or modify this option in the account dashboard of the Site). By providing Customer Content and any other information to Us or to third-parties, including Our other customers, through the Service, You represent and warrant that You are (a) entitled and authorized to submit and license the Customer Content and other information as stated herein and that (b) the Customer Content and information are accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. You may not upload, post or otherwise make available through the Service any material protected by copyright, trademark, or any other proprietary right without first having obtained all rights, permissions and consents necessary (a) to make such content available on or through the Service, and (b) to grant WeLens the full rights to use the content as set forth in these Service Terms, including to pass on all such rights to Our customers where You elect to make Your Customer Content available to other customers. The burden of determining whether any content is protected by any such right is on You. WeLens shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback (“Feedback”) We receive from You. You understand and agree, however, that WeLens is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution. WeLens is the copyright owner or licensee of the Service, Applications and WeLens Content, unless otherwise indicated. If Customer makes use of the Service, Applications or Content, other than as expressly provided herein, Customer may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. LensPass, WeLens, and WeLens’ other product and service names, and logos used or displayed on the Service are registered or unregistered trademarks of WeLens (collectively, “Marks”), and You may only use such Marks to identify Yourself as a customer and user of the Service; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent WeLens, Our services or products.

3. DIGITAL MILLENIUM COPYRIGHT ACT

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under US copyright law. If You believe in good faith that content or material on this website infringes a copyright owned by You, You (or Your agent) may send WeLens’s DMCA agent a notice requesting that the material be removed, or access to it blocked. This request should be sent to: copyright@welens.com; or, alternatively to: WeLens, Inc., Attn: James Levy, DMCA Registered Agent, 209 Homer Ave., Palo Alto, CA 94301. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or the subject of infringing activity; (d) the name, address, telephone number, and email address of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed If You believe in good faith that a notice of copyright infringement has been wrongly filed against You, the DMCA permits You to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the website should be sent to the address above.

4. INDEMNIFICATION

Customer agrees to indemnify, defend, and hold harmless WeLens (and Our affiliated and parent companies and their service providers and their respective officers, directors, employees and agents) (hereinafter collectively, the “WeLens Parties”) from and against any and all losses, costs, obligations, liabilities, damages, actions, suits, causes of action, claims, demands, liens, encumbrances, security interests, settlements, judgments, and other expenses, (including but not limited to cost of defense, settlement, and attorneys' fees) of whatever type or nature, including, but not limited to, damage or destruction to property, injury (including death) to any person or persons, which are asserted against, incurred, imposed upon or suffered by WeLens by reason of, or arising from: (a) Customer's breach of these Service Terms; (b) Customer's actual or alleged infringement of any patent, copyright, trademark, trade secret or other property or contract right of any other person; (c) Customer's actual or alleged failure to promptly pay sums due WeLens or third parties; (d) Customer's failure to comply with applicable laws, regulations or ordinances; (e) use of the Services (including any VR Devices) in any manner that is illegal, causes injury, or is not in accordance with these Service Terms; (f) any illegal content uploaded to or otherwise used by Customer in connection with the Service; (g) any injury to Customer or its users of the Service (including VR Devices); (h) any use of the Customer Content by Customer, WeLens, the customers of WeLens (if You make Your Customer Content available through the Service for third party use) and/or Your use of any Third-Party Content or (i) the acts or omissions of Customer (or its officers, directors, employees or agents if Customer is a legal entity). Customer shall remain liable for any act or omission of its users of the Service.

5. DISCLAIMER OF WARRANTIES

CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICE (INCLUDING, BUT NOT LIMITED TO, THE VR DEVICES, APPLICATIONS AND ANY AND ALL CONTENT MADE AVAILABLE ON OR THROUGH THE SERVICE BY WELENS OR ITS OTHER CUSTOMERS, INCLUDING THIRD-PARTY CONTENT AND WELENS CONTENT) IS AT CUSTOMER'S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WELENS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WELENS MAKES NO WARRANTY OF ANY KIND WITH REGARD TO ANY THIRD-PARTY SOFTWARE USED IN ITS PROVISION OF THE SERVICES. WELENS MAKES NO WARRANTY THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES WELENS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. CUSTOMER UNDERSTANDS AND AGREES THAT ANY SOFTWARE AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER'S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S COMPUTER/MOBILE DEVICE/SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM WELENS OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO EACH CUSTOMER. WITHOUT LIMITING THE GENERALITY OF THE ABOVE, CUSTOMER EXPRESSLY AGREES THAT “VIRTUAL REALITY” DEVICES AND/OR CONTENT MAY CAUSE PERSONAL INJURY IN CERTAIN CASES AND AS STATED IN SECTION 3 CUSTOMER ASSUMES ALL RISK. AS BETWEEN WELENS AND CUSTOMER, CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ENSURING APPROPRIATE WARNING NOTICES ARE PROVIDED TO EVERY END USER OF THE VR CONTENT AND/OR SERVICE MADE AVAILABLE HEREUNDER BY CUSTOMER.

6. LIMITATION OF LIABILITY

THE WELENS PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER'S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF ALL OF THE WELENS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO EACH CUSTOMER. The WeLens Parties shall not be liable in any way for damages arising from any Application or other product or service supplied to Customer by WeLens. Notwithstanding any language to the contrary, the WeLens Parties’ maximum liability to Customer arising from or related to these Service Terms shall be limited to the sums paid by Customer to WeLens under these Service Terms during the twelve (12) months prior to the time the cause of action arose.

7. BINDING ARBITRATION AND CLASS ACTION WAIVER

The Parties agree that any claim or dispute between them or against any agent, employee, successor, or assign of the other, whether related to this agreement or otherwise, and any claim or dispute related to this agreement or the relationship or duties contemplated under this contract, including the validity of this arbitration clause, shall be resolved by binding arbitration by the American Arbitration Association, under the Arbitration Rules then in effect. Any award of the arbitrator(s) may be entered as a judgment in any court of competent jurisdiction. Any controversy shall be arbitrated in San Francisco, California. Information may be obtained and claims may be filed at any office of the American Arbitration Association or at Corporate Headquarters, 335 Madison Avenue, Floor 10, New York, New York 10017-4605. Telephone: 212-716-5800, Fax: 212-716-5905, Website: www.adr.org. This agreement shall be interpreted under the Federal Arbitration Act. Judgment on the award rendered by the arbitrator(s) shall be binding on the parties and may be entered in any court having jurisdiction. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to Customer’s use of the Service or these Service Terms must be filed within one (1) year after such claim or cause of action arose or was reasonable discovered, whichever is later, or be forever barred. In the event of any Litigation, both parties expressly and irremovably consent to the exclusive venue and personal jurisdiction in San Francisco, CA. In the event of any Litigation arising from, related to or in connection with these Service Terms or the Service, the prevailing party thereof shall be entitled to recover its reasonable expenses, including (without limitation) attorneys’ fees and the costs of arbitration. Any proceedings to resolve or litigate any Litigation in any forum will be conducted solely on an individual basis. Customer will not seek to have any Litigation heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity.

8. CHOICE OF LAW; EQUITABLE REMEDIES

These Service Terms shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law provisions.

9. EQUITABLE REMEDIES

Customer acknowledges and agrees that a breach or threatened breach by Customer of any of its obligations under Sections 3 (Assumption of Risk to Use Virtual Reality Services), 4 (License to Use the Services), 5 (Restrictions), and 12 (Intellectual Property Rights; License to Customer Content) would cause WeLens irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, WeLens will be entitled to equitable relief, including in a restraining order, an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

0. WAIVER AND SEVERABILITY

No waiver by the WeLens Parties of any term or condition set forth in these Service Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the WeLens Parties to assert a right or provision under these Service Terms shall not constitute a waiver of such right or provision. If any provision of these Service Terms is held by a court, arbitrator, or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Service Terms will continue in full force and effect.

1. TERMINATION AND MODIFICATION OF THE SERVICE

WELENS RESERVES THE RIGHT TO CEASE PROVIDING THE SERVICE FOR ANY REASON AT ANY TIME AND, AS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, REFUND THE FEES PAID FOR THE APPLICABLE SERVICES FOR THE TIME PERIOD, IF ANY, AFTER TERMINATION OF THE SERVICE UNTIL THE END OF THE THEN CURRENT SUBSCRIPTION PERIOD. IF CUSTOMER BREACHES THE TERMS NO REFUND WILL BE PROVIDED. OTHER THAN PROVIDING A PRO-RATA REFUND WHEN WELENS TERMINATES FOR ITS CONVENIENCE, IF APPLICABLE, WELENS WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD-PARTY FOR TERMINATION OF THE SERVICE FOR ANY REASON. CUSTOMER ACKNOWLEDGES AND AGREES THAT UPON TERMINATION WELENS MAY IMMEDIATELY DEACTIVATE OR DELETE CUSTOMER’S USER ACCOUNT AND ALL RELATED INFORMATION AND FILES IN CUSTOMER’S USER ACCOUNT AND/OR BAR ANY FURTHER ACCESS TO THE SERVICES. ADDITIONALLY, CUSTOMER SHALL IMMEDIATELY DELETE ANY AND ALL COPIES OF APPLICATIONS AND WELENS AND THIRD-PARTY CONTENT AND CUSTOMER AGREES TO TAKE SUCH ADDITIONAL STEPS TO CONFIRM COMPLIANCE WITH THE FOREGOING, UPON REQUEST FROM WELENS.

2. MARKETING

You grant WeLens the right to reference Your name and/or trade or service marks as a customer of WeLens in Our marketing materials and Site.

3. FEDERAL GOVERNMENT END USER PROVISIONS

If You are a U.S. federal government end user, this Service is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, this Service is licensed to You with only those rights as provided under the terms and conditions of these Service Terms.

4. EXPORT CONTROL

Your use of Service, including Our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any Service or software to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that You are not prohibited from receiving US origin products, including services or software.

5. THIRD-PARTY LINKS

The Service, Applications, or WeLens Content may contain hyperlinks to websites that are not controlled by WeLens. WeLens is not responsible for and does not endorse or accept any responsibility over the contents or use of these websites, including, without limitation, the accuracy of any information, data, opinions, advice or statements made on these websites.

6. NO THIRD-PARTY BENEFICIARIES OF RIGHTS GRANTED TO CUSTOMER

No right granted to Customer under these Service Terms are enforceable by third parties and no third party is an intended beneficiary of any rights and obligations of the Customer under these Service Terms.

7. SURVIVAL

Sections 1, 3, 5, 6, 12, 14-20, 22, 26, 28, and 29 and terms which by their nature survive shall survive any termination or expiration of these Service Terms.

8. HEADINGS; INTERPRETATION

The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. This Agreement shall not be interpreted against the drafting party. The word “including” means “including but not limited to.”

9. ENTIRE AGREEMENT

These Service Terms constitute the entire agreement between the parties with respect to the subject matter hereof, all previous understandings whether oral or written having been merged herein. No representations or warranties have been made other than those expressly set forth herein. Without limiting the foregoing, the parties have not relied on any oral statements that are not included in the Service Terms. Except as otherwise provided in these Service Terms, the Service Terms may not be changed, modified, renewed, extended, or discharged or any covenant or provision hereof waived except by an agreement in writing signed by both parties. These Service Terms supersede prior versions of these Service Terms.