Last Updated: May 22, 2019
This Looking Glass Factory Commercial License (this “Commercial License”) is intended as a supplement to the Looking Glass Factory Terms of Service to allow certain commercial uses of Looking Glass products and services. Please read this Commercial License in its entirety. By proceeding and agreeing to this Commercial License, you represent that (1) you have read and agree to these terms, (2) you are of the legal age of majority in the jurisdiction in which you reside, and (3) you have authority to be bound by, or to bind your organization, to these terms. Reference to “you” and “your” shall refer to you, as well as the identified organization and any and all of its employees, agents, and consultants.
Like the Looking Glass Factory Terms of Service, this Commercial License includes a provision regarding binding arbitration of disputes (other than certain specified intellectual property claims) and a waiver of certain rights to jury trials and/or class actions. Please read the “Dispute Resolution” section (Section 10) in its entirety.
If you do not agree to any of the terms, or do not have the authority to bind the identified organization to any of the terms, then do not complete your purchase or attempt to agree to these terms, or otherwise use our products for commercial purposes.
Looking Glass Factory Inc. (“Looking Glass”) is pleased to provide you a license to use Looking Glass’ physical goods, and certain platform services and software (collectively, the “Products”) for commercial uses. This Commercial License applies to all Products purchased or licensed for commercial uses and shall govern your use of the Products in connection with your agreement to this Commercial License. Your use of the Products will also be subject to the Looking Glass Terms of Service, available at https://lookingglassfactory.com/terms as may be updated by Looking Glass from time to time (“Terms of Service”). The Terms of Service are incorporated herein by reference and shall remain unchanged and in full force and effect except to the extent superseded below by the terms and conditions of this Commercial License. In the event of any conflict between the terms and conditions of this Commercial License and the Terms of Service, the terms of this Commercial License will prevail. Capitalized terms that are used but not defined herein shall be as defined in the Terms of Service. Looking Glass reserves the right to update, change or replace the terms of this Commercial License at any time, and at our sole discretion, with or without notice to you. Any such modification will be effective immediately upon public posting. The terms of this Commercial License do not alter in any way the terms or conditions of any other separate agreements you may have with Looking Glass for products, services or otherwise, except that the cancellation and return rights, or other terms related to the purchase of hardware in the Terms of Service will not apply. The terms of sale presented at the point of purchase shall apply, and ALL SALES ARE FINAL, and you shall have no right of return except as may be covered by a limited warranty. This Commercial License was written in English (US). To the extent any translated versions of this agreement conflicts with the English version, the English version prevails.
Commercial License. We hereby grant you a limited, non-assignable, nonexclusive license, together with the right to sublicense through one or multiple tiers, to use the Products procured in connection with this Commercial License conditioned on your compliance with the terms of this Commercial License. Commercial use and purposes under this Commercial License shall mean any use which is directly or indirectly undertaken for profit, promotion, monetary gain, or commercial advantage, or to otherwise benefit a business, organization, academic institution or any other not-for-profit organizations. Unless separately approved in writing by Looking Glass, you will not, in connection with the commercial use of the Products: (a) use content from any Looking Glass Services; (b) develop your own app store or other app delivery platform intended to distribute content to consumers using the Products; (c) access or use the Products to distribute or publicly exhibit defamatory, harassing, threatening, bigoted, hateful, vulgar, obscene, pornographic, or otherwise offensive content; (d) access or use the Products for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates the terms of this Commercial License, Terms of Service, or any other terms or policies provided in connection with the Products. Further, you will be solely responsible for obtaining any additional hardware or software which may be required for full operation of the Products in connection with the Designated Use.
If you are not a designated reseller of Looking Glass Products, then you are prohibited from selling the Products either as a stand-alone product or in conjunction with others. For clarity, included as part of the prohibition of reselling or using the products or content from our Services, this Commercial License does not authorize you to use the Products or content from the Looking Glass Services in arcades, PC cafes, VR theaters, or any other public commercial use (collectively, “Arcades”). Use of Looking Glass Services content in Arcades requires a separate license from Looking Glass and separate commercial licenses from the respective content owners.
Content. You are solely responsible for acquiring and maintaining all appropriate licenses and rights to any content that will be accessed, installed or used in connection with your use of the Products.
Support. If you require support for the Products, you may contact Looking Glass at [email protected].
Use of Looking Glass Marks and Marketing. You are not granted any licenses to use the Looking Glass name, logos, trademarks, or service marks (“Looking Glass Trademarks”) unless otherwise expressly agreed by Looking Glass in writing, and will not: (a) use any Looking Glass Trademarks in any manner to communicate or suggest any affiliation, sponsorship, or other connection between Looking Glass and you or your usage of the Products, or (b) take any action that may harm or adversely affect the Looking Glass Trademarks or the goodwill associated with the Looking Glass Trademarks. Looking Glass reserves all rights in and to the Trademarks and the goodwill associated therewith. If Looking Glass later provides approval to use Looking Glass Trademarks, you shall not acquire, directly or by implication, any rights or license in the Looking Glass Trademarks except as expressly provided.
Your Responsibilities. In connection with your use, you will: (a) provide information detailing your use of the Product(s), if requested by Looking Glass; (b) be solely responsible for all aspects of the use of the Products, including the use of the Products by you, your affiliates, employees, agents, subcontractors, and any other participants you allow to use the Products (“Participants”); (c) abide by all operational instructions, directions, warnings and guidelines in the use of the Products and ensure that all Participants will be provided information and guidance in order to do the same; (d) ensure that each Participant is age 13 or older; (e) be solely responsible for complying with all applicable laws, rules, and regulations in your use, or any Participant use, of the Products; (f) not remove, alter, or obscure any warnings, disclaimers, notices or other information, device, or software embedded in, or provided with, the Product or its packaging; (g) ensure that all Participants also comply with the relevant provisions of this Commercial License; and (h) be solely responsible for any property damage, personal injury, or other damages that may occur in connection with your commercial use of the Products, unless the damage or injury is caused solely by the negligence of Looking Glass. Looking Glass may not be able to provide support to you if you transport or use the Products in countries or territories not supported by Looking Glass, and makes no representations or warranties related to the compliance of the Products in unsupported countries or territories. As a result, you will be responsible for all legal, regulatory, and other logistical and compliance obligations which may arise in connection with use or transport of the Products – whether in supported or unsupported territories.
Reverse Engineering. Licensee shall not modify, reverse engineer, decompile or dissemble any Looking Glass Products procured in connection with this Commercial License.
Additional Disclaimers. Except as may be provided in a separate limited warranty, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND LOOKING GLASS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, LOOKING GLASS DOES NOT REPRESENT OR WARRANT THAT: (A) THE PRODUCTS WILL BE ACCURATE OR MEET YOUR REQUIREMENTS; (B) THE OPERATION OF THE PRODUCTS WILL BE SECURE, UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE; OR (C) ANY DEFECTS IN THE PRODUCTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, GUIDELINES OR ADVICE GIVEN BY LOOKING GLASS WILL CREATE A WARRANTY.
Limitation of Liability. IN ADDITION TO THE LIMITATIONS OF LIABILITY IN THE TERMS OF SERVICE, IN NO EVENT SHALL LOOKING GLASS BE RESPONSIBLE FOR DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, ANY DEFICIENCIES OR FAILURES OF THE PRODUCTS WHICH LEAD TO AN INABILITY TO OPERATE OR USE THE PRODUCTS. IN NO EVENT SHALL LOOKING GLASS’ AGGREGATE LIABILITY TO YOU IN CONNECTION WITH, OR ARISING OUT OF, YOUR USE OF THE PRODUCTS, IRRESPECTIVE OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, WILL EXCEED THE TOTAL LICENSE FEEDS ACTUALLY PAID BY YOU.
Indemnification. You agree to indemnify, hold harmless, and defend Looking Glass, its affiliates, and their respective directors, employees, agents, and representatives, from and against any and all actions, disputes, proceedings, or claims and associated damages, expenses, liabilities, losses and costs, including reasonable fees of attorneys and other professionals, arising out of or relating to (a) a breach or alleged breach of this Commercial License, (b) your violation of any applicable laws, rules, or regulations, (c) your or your Participants’ violation of the intellectual property or other proprietary rights of any third parties, and (d) any personal injury or property damage caused by your, or your Participants’, actions, omissions, or use of the Products.
Authority. You represent that you have the authority to agree to the terms of this Commercial License. If you are an employee or agent, you confirm that you have the authority to bind your organization to these terms without any further action, and reference to “you” and “your” shall refer to you, your employer/organization and its employees and consultants.
Dispute Resolution. Solely for the purposes of adjudicating disputes arising under this Commercial License, Section 18 (Dispute Resolution) of the Terms of Service will be amended as follows (the “Amended Dispute Resolution Terms”):
(a) “Disputes” will be deemed to refer to disputes arising under this Commercial License and shall further include any and all disputes hereunder involving developers of Third Party Content, or other Looking Glass agents, licensors, vendors, content providers, and other third party collaborators with respect to the Products (collectively, “Third Party Collaborators”).
(b) You agree and acknowledge that the Third Party Collaborators are intended third party beneficiaries of these Amended Dispute Resolution Terms.
(c ) You waive any right to raise Disputes in small claims court.
(d) The American Arbitration Association (“AAA”) Consumer Arbitration Rules shall not apply to Disputes under these Amended Dispute Resolution Terms. Any such Disputes shall be submitted to the AAA if you are resident in or otherwise do business in the United States. Otherwise, such arbitration will be submitted to the Secretariat of the International Court of Arbitration of the International Chamber of Commerce (“ICC”).
(e) Any AAA arbitration will be conducted under the then-current AAA Commercial Arbitration Rules in the City of New York. Any ICC arbitration will be conducted under the then-current Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”).
(f) Any arbitration shall be conducted in the English language. The UN Convention on Contracts for the International Sale of Goods shall not apply.
(g) Any and all filing and arbitrators’ fees and expenses shall be shared equally by Looking Glass and you. Each party shall be entitled only to the amount awarded to such party by the applicable arbitrator(s).
(h) If you elect to opt-out of the agreement to arbitrate pursuant to Section 18.8 (30-Day Right to Opt Out) of the Terms of Service, the license granted to you under this Commercial License will terminate immediately upon your delivery of the opt-out notice, and FOLLOWING DELIVERY OF THE OPT-OUT NOTICE, YOU MUST TERMINATE ANY USE OF THE PRODUCTS UNDER THIS COMMERCIAL LICENSE.
Miscellaneous. This Commercial License shall not be construed so as to create a joint venture or partnership between Looking Glass and you or to impose upon Looking Glass any obligations for any losses, debts, liabilities or other obligations incurred by you in connection with the commercial uses or otherwise. If a provision of this Commercial License is held invalid under any applicable law, such provision shall be interpreted so as to best accomplish its intended objectives and the remaining provisions shall remain in full force and effect.