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Terms and Conditions

Agreement for the Purchase of PanomorphEYE Device and license of Product and PESDK for Internal Development Work (“Agreement”)

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YOU SHOULD CAREFULLY READ AND ACCEPT THE FOLLOWING AGREEMENT BEFORE PURCHASING OR USING THIS PRODUCT AND BEFORE DOWNLOADING, INSTALLING OR USING THIS PESDK AND DOCUMENTATION.

THIS AGREEMENT CONTAINS PRODUCT, PESDK AND DOCUMENTATION, THE USE OF WHICH IS LICENSED BY IMMERVISION INC., TO YOU FOR YOUR INTERNAL DEVELOPMENT WORK ONLY AS SET FORTH BELOW.

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  1. Accept this Agreement
    • This Agreement between Immervision Inc. (“Immervision”) and You covers the purchase and use of Panomorph EYE devices and related products and services (“Product”) and the download, installation and use of the PanomorphEYE Software Development Kit (“PESDK”) and related documentation as provided by Immervision to You, including its updates, specifications and guidelines (“Documentation”). “You” or “Your” covers both the individual purchasing the Product and the individual downloading or installing the PESDK and Documentation, and any single legal entity on behalf of which such individual is acting.
    • To accept the terms of this Agreement, click on the “Accept” button. If You do not agree to the terms of this Agreement, You are not authorized to purchase the Product or to download, operate, or otherwise use the Product, PESDK and Documentation and You should remove the PESDK from any of Your device.
  2. License for Internal Development Work
    • Subject to the terms of this Agreement, Immervision grants to You a limited, personal, revocable, non-exclusive, non-transferable license, without right to sub-license, during the term of this Agreement, to use, for Your internal development work only:
  • the Product in relation with the PESDK,
  • the PESDK or binary files based on and created with the PESDK to develop software applications in relation to the Product (“Your Application”) solely in accordance with this Agreement and the Documentation, and
  • the Documentation in support of Your authorized use of the Product and PESDK.
    • You acknowledge and agree that (i) Your Application and the PESDK may only be used to read markers encoded onto images captured by a Product and/or to correct, remove, control or modify the distortion of images captured by a Product, (ii) PESDK may only be embedded or integrated in Your Application and used in the manner described in the Documentation as prescribed by Immervision, and (iii) You may not distribute, disclose, market, sell, rent, lease, assign, sublicense, pledge, allow access or otherwise transfer or use the PESDK, the Product, the Documentation, Your Application or any portion thereof to or for any third party.
    • Should You wish to hold a license for the commercial use and distribution of the Product, PESDK or Your Application, please communicate with licensing@immervision.com.
  1. Provide Accurate Information in Orders
    • The order for the purchase of Products and license of Products, PESDK and Documentation (“Order”) is placed with Immervision by You by selecting one or more Products, or where applicable, the PESDK and Documentation. The Order is only validated after You provide the information required for the successful completion of the Order and pay for it.
    • You warrant the accuracy of all this information.  Should all or part of the delivery addresses prove incorrect, thereby obliging Immervision to return the orders to its warehouse, You shall bear the consequences thereof and Immervision shall be entitled to charge administrative and transportation costs associated with returning the Orders.
    • Your Order shall be systematically confirmed via email, at the address indicated by You when placing the Order.  This confirmation email shall include, in particular, an invoice in Your name, summarizing the identifying features of the Order.
    • In order to track the Order, You may contact the Immervision's customer service department at the following email address: licensing@immervision.com.
    • Immervision reserves the right to refuse an Order from You with whom there is a dispute over the fulfillment or payment of a previous Order or when You have not complied with this Agreement.
  2. Product Availability
    • The Order is placed subject to the availability of Immervision's stocks.  In case of shortage of supply, Immervision shall inform You via email of the additional delay associated with a new production, partial delivery or cancellation of the Order. On receipt of this information, You may be reimbursed for the price of the unavailable ordered Product within thirty (30) days of his claim.
    • In case of shortage of supply, Immervision cannot be held liable for the physical impossibility of honoring the Order.  Where applicable, Immervision agrees to reimburse You for the costs corresponding to the partial or total cancellation of the Order, in proportion to the cancelled portion of the Order, including the corresponding postage costs.  The same shall apply for any additional delivery costs due to this cancellation.
  3. Delivery of Product
    • The Products are delivered EXW (Incoterms 2010) “Immervision premises in Canada”. You will select and arrange for the carriage and insurance covering the Products to the place of destination indicated in Your Order.
    • Within two (2) days as of receipt of the Product at the place of destination, You shall inform ImmerVision of any nonconformity of the Product or its components so as to allow ImmerVision, after a proper control as may be requested by it and subject to applicable warranty, to replace or repair the nonconforming Product or components or to credit the corresponding value of the nonconforming Product or components to You. In case of failure to invoke and to indicate the nature of such nonconformity within the above-mentioned period of time, You shall lose the right to rely on the nonconformity of the Product or the components.
  4. Prices
    • The prices are indicated on the website in CAD, excluding all applicable taxes.
    • The prices indicated may be changed at any time without advance notice.  However, the Products shall be charged at the rate in force when the Order was validated.
    • In the event of an Order to be sent to a country other than Canada, customs duties or other local taxes (local VAT, customs tax, import duties, etc.) are likely to be payable.  These duties are borne solely by You and are Your full responsibility, both in terms of declarations and payment to the relevant authorities.
  5. Payment
    • The Order shall be paid for by payment card once the Order has been validated.  The payment cards accepted are Visa, MasterCard and American Express.  Your account shall be debited immediately after acceptance of this Agreement and validation of the Order, when the confirmation email is sent.
    • You warrant that You have the necessary rights to use Your payment card and that You are fully authorized to use it to pay for the Order.  You also warrant that this card gives access to sufficient funds corresponding to the amount of the Order.  Failing this, Immervision reserves the right to cancel the sale according to the conditions set out in Article 12.
    • For its part, Immervision uses a secure payment method.  Consequently, it cannot be held liable for any fraudulent or improper use of Your means of payment, over which it has no control.
  6. Intellectual Property
    • You hereby acknowledge and agree that:
      • all rights, titles and interests in and to the PESDK, Product, Documentation and Technology, and any programs, systems, data or materials created, prepared or delivered by Immervision with respect to the PESDK, Product and Documentation, including, but not limited to, the documentation and any copyright, patent,  trade  secret,  trademarks, and other intellectual property rights in the foregoing, are and shall be owned solely by Immervision;
      • the data or other content contained in the PESDK, Product, Documentation and Technology was created, compiled, selected and arranged through the application of methods, standards of judgment and algorithms developed and applied through the expenditure of substantial time, effort and money, and that they constitute copyrighted material, trade secrets or other proprietary information or property of substantial value to Immervision;
      • You shall treat the foregoing (i) and (ii) as proprietary to Immervision and shall not use, nor permit any of its authorized users or third party to use, all or part of the foregoing except as expressly permitted in this Agreement.
      • for the purpose of this Agreement, Technology shall refer to Immervision’s patented and proprietary wide-angle imaging technology including products, software, PESDK, know-how, trade secrets and technology that enables (i) to capture or project video stream and still wide-angle images, (ii) to create, encode and read markers onto wide-angle images, and (iii) to correct, remove, control or modify the distortion of wide-angle images and enable panoramic functionality.
    • Immervision may from time to time receive suggestions, feedback or other information from You regarding the Product, PESDK or Documentation. Any suggestions, feedback or other disclosures received from You are and shall be entirely voluntary on Your part. Notwithstanding any other term in this Agreement, Immervision shall be free to use suggestions, feedback or other information received from You, without obligation of any kind to You. You agree that all inventions, product improvements, and modifications conceived of or made by Immervision that are based, either in whole or in part, on ideas, feedback, suggestions, or recommended improvements received from You are the exclusive property of Immervision, and all right, title and interest in and to any such inventions, product improvements, and modifications will vest solely in Immervision.
    • All rights not expressly granted hereunder are reserved for Immervision.
  7. Restrictions
    • Except as permitted by this Agreement and any separate written agreements between Immervision and You related to the Product, PESDK or Documentation, You hereby acknowledge and agree that You will not, and will not permit any third party to:
      • distribute, disclose, market, sell, rent, lease, assign, sublicense, pledge, allow access or otherwise transfer or use the Product or any portion thereof to or for any third party;
      • decompile, disassemble or otherwise reverse engineer all or any portion of the PESDK, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in all or any portion of the PESDK (except to the extent this restriction is expressly prohibited by applicable law);
      • copy, modify, translate, or create any derivative works based upon all or any portion of the Product, PESDK or Documentation except in accordance with the Documentation and the terms and conditions of this Agreement;
      • remove, modify, obscure or alter any copyright, trademark, or other proprietary notices, legends, symbols, labels or any eye‑readable or machine readable proprietary notices on or in any portion of the Product, PESDK or Documentation, or any other material which refers to Immervision;
      • use the Product, PESDK or any portion thereof except in accordance with the Documentation and the terms and conditions of this Agreement;
      • use or call any private APIs supplied in PESDK;
      • incorporate the PESDK, the Documentation or any portion thereof into any other materials, products, or services except for inclusion in Your Application in connection with the use of the PESDK and the Product by You and for Your internal development work;
      • perform, or release the results of, benchmark tests or other comparisons of the PESDK with other products or services;
      • do anything to infringe upon, harm or contest the validity of the intellectual property of ImmerVision; or
      • violate the export control laws and regulations of Canada, the U.S. and other countries, and use or otherwise export or re-export the Product and/or PESDK, directly or indirectly to: (a) any country that is subject to said export restrictions, or (b) anyone for the development or production of nuclear, chemical or biological weapons.
    • You agree to comply with the export control laws and regulations of Canada, the U.S. and other countries. You will not export or re-export these items, directly or indirectly to: (i) any countries that are subject to said export restrictions; and (ii) anyone for the development or production of nuclear, chemical or biological weapons.  These export requirements shall survive any expiration or termination of this Agreement
    • You may copy the PESDK only as necessary for Your use of the PESDK on the computers that are licensed for development of Your Application. You may not make a number of copies for internal development that exceeds the number of licensed PESDK.
    • Immervision may, but is not required to add additional features or functions or provide programming fixes, updates and upgrades, to the PESDK and Documentation. You acknowledge and agree that Immervision has no obligation to make available to You any subsequent versions of the PESDK or Documentation. You also agree that Immervision may require You to enter into a revised version of this Agreement as a condition of downloading, installing or using a new version of the PESDK.
  8. Liability and Warranties
    • EXCEPT AS EXPRESSLY STATED IN WRITING, IMMERVISION THROUGH THE USE OF THE PRODUCT, PESDK OR DOCUMENTATION EXPRESSLY DISCLAIMS ANY WARRANTY IN, TO OR FOR THE PRODUCT, PESDK OR DOCUMENTATION. THE PRODUCT, PESDK AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. YOU EXPRESSLY WAIVE ANY WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR CONTINUOUS OPERATION. THIS DISCLAIMER ALSO CONCERNS ALL FILES GENERATED AND EDITED BY THE PRODUCT, PESDK AND DOCUMENTATION.
    • IMMERVISION MAKES NO WARRANTY THAT THE PRODUCT, PESDK OR DOCUMENTATION WILL MEET YOUR REQUIREMENTS, THAT THE USE OF THE PRODUCT, PESDK OR DOCUMENTATION WILL BE UNINTERRUPTED, SECURE, TIMELY OR ERROR FREE, OR THAT ANY DEFECTS IN THE PRODUCT, PESDK OR DOCUMENTATION WILL BE CORRECTED. YOU ACKNOWLEDGE THAT ANY DATA OR INFORMATION DOWNLOADED, TRANSMITTED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE PRODUCT, PESDK AND DOCUMENTATION ARE AT YOUR SOLE RISK AND DISCRETION. IMMERVISION WILL NOT BE RESPONSIBLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY. YOU ASSUME THE ENTIRE RISK ASSOCIATED WITH THE OPERATION OF THE PRODUCT, PESDK OR DOCUMENTATION.
    • IN NO EVENT (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF NEGLIGENCE) WILL IMMERVISION, OR ANY SOURCE, AS WELL ITS EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS OR DISTRIBUTORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA, OR PECUNIARY LOSS), IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PESDK, THE PRODUCT, or THE use of or reliance on any third-party content, products, or services, OR THE USE OR INABILITY TO USE THE PESDK OR THE PRODUCT OR THE SUPPLY, PERFORMANCE OR USE OF ANY OTHER MATTERS HEREUNDER WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER THEORY INCLUDING NEGLIGENCE.
    • REGARDLESS OF THE FORM OF THE ACTION, IN NO EVENT SHALL IMMERVISION’S TOTAL LIABILITY TO YOU IN ALL DAMAGES EXCEED THE TOTAL AMOUNT PAID, BY YOU, IF APPLICABLE, FOR THE PESDK AND THE PRODUCT. THIS LIMITATION OF LIABILITY MAY NOT BE ENFORCEABLE IN CERTAIN JURISDICTIONS, OR UNDER CERTAIN CIRCUMSTANCES, AS A MATTER OF LOCAL LAW AND IS NOT INTENDED TO REPLACE OR SUPERSEDE LOCAL LAW.
    • You ALSO AGREE TO indemnify, hold harmless, and defend Immervision, its employees, directors, officers, shareholders, agents and distributors against any and all liabilities, losses, costs, expenses (including reasonable attorney’s fees) and damages resulting from or in any way connected with (i) any negligent acts, omissions, willful misconduct by you, infringement, misappropriation or any violation of the rights of any other party or, (ii) your use, alteration or export of the PESDK, (iii) any breach of this Agreement by You, and/or (iv) your violation of any law and regulation.
  9. Confidentiality
    • You agree that (1) Confidential Information of Immervision will be used only in accordance with the terms and conditions of this paragraph and according to the purposes for which the Confidential Information was disclosed; (2) You will use the same degree of care You use to protect Your own confidential information, but in no event less than reasonable care; and (3) the Confidential Information may be disclosed only to Your employees, agents and contractors with a need to know, and to Your auditors and legal counsel, in each case, who are under a written obligation to keep such information confidential using standards of confidentiality not less restrictive than those required by this paragraph.
    • For the purpose of this Agreement, Confidential Information shall refer to any information designated as confidential orally or in writing by Immervision, or any information that You know, or have reason to know, is confidential or proprietary based upon its treatment by Immervision. This paragraph imposes no obligation with respect to information which: (1) is a part of or enters into the public domain; (2) was already in Your possession prior to the date of disclosure other than by breach of an obligation of confidentiality; (3) is rightfully received from a third party without any duty of confidentiality; (4) is independently developed without reference to the Confidential Information of Immervision.
  10. Term
    • The term of this Agreement will begin upon acceptance of this Agreement and will continue for so long as You have in Your possession or control any copies of the Product, PESDK or Documentation or when this Agreement is terminated.
    • Any failure to comply with the terms and conditions of this Agreement will result in automatic and immediate termination of this Agreement.
    • Immervision may terminate this Agreement by offering You a revised agreement for the PESDK or for any new release of the PESDK and conditioning Your continued use of the PESDK or such new release on Your acceptance of such superseding agreement.
    • In the event of a claim of intellectual property infringement by any third party relating to the Product or PESDK, Immervision reserves the right to immediately and automatically terminate this Agreement and the rights granted hereunder.
    • Upon termination of this Agreement granted herein for any reason, You agree to immediately cease use of the Product and PESDK and destroy all copies of the Product and PESDK supplied under this Agreement.
    • The provisions of this Agreement relating to intellectual property, restrictions on use, disclaimers of warranties, limitation of liability, indemnification, confidentiality and use of data shall survive termination of this Agreement for any reason whatsoever.
  11. Consent of Use of Data
    • You agree that Immervision may collect and use Your personal information and personal information of any end-user in order to perform its services using the PESDK.
    • Immervision may collect Your personal information or the information of any end-user if it obtains Your consent or the consent of such end-user for operational and commercial reasons, such as obtaining and using a personal email address in order to send an electronic receipt of payment, if any.
    • Immervision can also gather information and data of a technical nature related to the PESDK, as long as it is in a form that does not allow to personally identify You, for internal business purposes, as well as for improving, testing and providing the PESDK and our customer service.
  12. Miscellaneous Provisions
    • This Agreement represents the entire agreement concerning the sale of the Product and the licensing of the Product, PESDK and Documentation between You and Immervision, and it supersedes any prior proposal, representation, agreement, negotiation, offer, counteroffer, acceptance, understanding or any contrary terms between You and Immervision. In no circumstances shall the granting of such a license be construed or deemed to be a sale and a transfer of title of the PESDK or Documentation to You.
    • This Agreement shall be governed and construed by the laws of the province of Quebec applicable therein. You hereby irrevocably attorn and submit to the non-exclusive jurisdiction of the competent courts located in the city of Montreal, Québec therefrom.
    • If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this Agreement and not affect the validity and enforceability of any other provisions. The failure by Immervision to enforce any rights under this Agreement will not constitute a waiver of such right or provision.
    • This Agreement cannot be modified except with the written agreement of Immervision.
    • You may not assign this Agreement or any of Your rights or obligations hereunder (by operation of law or otherwise) without the prior written consent of Immervision. Immervision may assign this Agreement and its rights and obligations without Your consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties to it and their respective legal representatives, successors and permitted assigns.