Standard Terms and Conditions

These standard terms and conditions as set forth in this document (“Standard Terms”) shall apply to and govern any Order (as that term is defined below) placed by a Customer (as identified in such Order) for the purchase and/or licensing of any Product (as defined below) and the Service (as defined below) from TranscribeGlass PBC, a Delaware public benefit corporation (“Seller” or “Company”); provided, that any Software (As defined below) is licensed to Customer on a non-exclusive basis and not sold.

Ordering any Product and/or the Service from Seller constitutes Customer’s acceptance of these Standard Terms.

Any different or additional terms in any purchase order (that is not an Order), proposal, offer, or other writing from Customer to Seller shall be deemed a material alteration of these Standard Terms and are hereby expressly objected to and rejected and shall be of no force or effect.

Seller’s failure to object to any such terms and conditions from Customer will neither be construed as Seller’s acceptance of such terms and conditions nor a waiver of these Standard Terms or any terms or conditions set forth in the Order.

Commencement of performance or shipment or delivery of any Product shall not be construed as acceptance by Seller of any of Customer's terms and conditions which are different from, or in addition to, those contained in these Standard Terms or the terms and conditions set forth in the Order.

Course of performance or usage of trade shall not be applied to modify these Standard Terms or the terms and conditions of any Order.

Seller’s offer to sell Products and provide the Service (and to license Software) is expressly conditioned upon Customer’s acceptance of these Standard Terms.

In consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Certain Definitions

In addition to the capitalized terms defined above and elsewhere in these Standard Terms, the following capitalized terms as used in these Standard Terms shall have the meaning set forth below:

"Affiliate" means, with respect to any Person, any other Person, who, directly or indirectly, through one or more intermediaries, Controls or is Controlled by, or is under common Control with, such first Person.

"Agreement" means the written agreement entered into by Customer and Seller and comprised of the Order and these Standard Terms.

"Control" and, with correlative meanings, the terms "Controlled by" and "under common Control with," means (1) the possession, directly or indirectly, of the power to direct the management of a Person that is an entity, whether through ownership of voting securities, by contract relating to voting rights or corporate governance, or otherwise, or (2) ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership interest of such Person (or, with respect to a limited partnership or similar entity, its general partner or controlling entity).

"Customer" means the Person ordering Products pursuant to the Order and/or receiving any Service from Seller with respect to any such Product.

"Seller Marks" means any trademarks relating to Seller and its products and services, including without limitation the wordmark and logo for TranscribeGlass™, regardless of the country or jurisdiction in which such trademarks are used or registered, including all trademark registrations and applications for trademark registration in any country or jurisdiction, and all goodwill associated with such trademarks.

"Hardware" means any TranscribeGlass glasses, lenses, clip-on sunglass lenses, device, or accessory, or tangible component thereof, ordered by Customer from Company (but excluding any Software, even if integrated in or embedded in any of the foregoing).

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any utility and design patent, copyright, trademark, trade secret, database right, database protection, or other intellectual property rights, and all similar or equivalent rights or forms of protection, in any part of the world.

"Order" means an order placed at the Website for Products and/or the Service of the Company. The Company explicitly rejects and excludes any terms attached to or referenced in an order other than these Standard Terms.

"Person" means an individual, sole proprietorship, partnership, limited partnership, corporation, limited liability company, stock company, trust, unincorporated association, government agency, or any other similar entity or organization.

"Product(s)" means the Hardware and/or Software acquired hereunder by Customer from Seller, provided that any Software is licensed on a non-exclusive basis and not sold. Software may be embedded in or installed on Hardware or provided separately.

"Software" means software and firmware provided or made accessible by Company for use by Customer with the Hardware, including via the relevant TranscribeGlass mobile app made available by Company from the App Store® and all related data files, modules, libraries, and elements, including as made available on or provided with or embedded or integrated into any Hardware. "Software" includes any updates, upgrades, error corrections, bug fixes, changes, or revisions to any such software or firmware delivered by Seller to Customer under the Agreement or made available to Customer from time to time on Seller's Website.

"Third Party" means a Person not a party to the Agreement and not an Affiliate of a party to the Agreement.

"Service" shall mean the transcription service provided by Company for displaying transcriptions on TranscribeGlass Glasses that is enabled by use of the Software in conjunction with an Apple® iPhone® and the relevant TranscribeGlass mobile app made available by Company from the App Store®.

"Website" shall mean the Company website accessible from the URL https://www.transcribeglass.com/.

2. Order and Delivery

All Orders must be placed by Customer via the Website. Verbal orders or orders placed via a Third Party will not be deemed accepted by Seller. All Orders are subject to acceptance by Seller in its discretion. All Orders must be accepted by Seller via the Website to be binding upon Seller. All Orders that are accepted by Seller via the Website are subject to these Standard Terms. An Order may not be changed or cancelled once placed and accepted by Seller.

These Terms include and hereby incorporate by reference the Company's Privacy Policy, provided that such Privacy Policy may be in effect and modified by the Company from time to time. The Privacy Policy is available at transcribeglass.com/privacy

Any delivery dates or times provided by the Company or a courier or shipping or delivery service are estimates only and are not guaranteed. Seller assumes no liability in connection with any delay in delivery.

The risk of loss in the Products that Customer orders passes to Customer upon delivery of the Products to Customer, provided that the Company will bear the loss of Products lost in transit to Customer and will ship replacements to such Customer if, following an investigation, it is determined that the Products were not delivered to the shipping address provided by Customer.

3. Products Not for Resale or Export

Customer represents and warrants that Customer is ordering any Product and the Service from the Website for Customer’s own personal use only and not for resale or export. Customer further represents and warrants that all purchases are intended for final delivery to locations within the United States. Company shall have no obligation to deliver any Products outside the United States.

4. Inspection Period

Customer shall have the right to inspect the Product delivered for conformance with Customer's Order for a period of ten (10) days from the date such Product is delivered to Customer's facilities ("Rejection Period"). All deliveries of Product shall be deemed accepted by Customer unless Customer notifies Seller in writing prior to expiration of the Rejection Period of any such non-conformance. Seller shall bear the cost of return shipments of non-conforming Products delivered. Seller will, at its option, promptly repair or replace the rejected Product, which are Customer's only remedies for such non-conformance.

5. Returns and Refunds

Except for prescription lenses, the Seller will accept a return by Customer of Products purchased by such Customer for a refund of such Customer's purchase price (not including shipping charges) provided such return is made within 15 days of delivery and provided such Products and any related packaging are returned in their original condition without any damage, minor or otherwise. To return Products and to request a refund, Customer must email help@transcribeglass.com.

Customer is responsible for all shipping and handling charges on returned items. Customer bears the risk of loss during shipment. The Seller therefore strongly recommends that the Customer fully insure the return shipment against loss or damage and Customer use a carrier that can provide proof of delivery for Customer's protection.

Refunds are processed within approximately five business days of the Seller's receipt of Customer's merchandise. Customer's refund will be credited back to the same payment method used to make the original purchase on the Website.

NOTWITHSTANDING THE FORGOING, THE SELLER OFFERS NO REFUNDS ON ANY PRODUCTS DESIGNATED ON THE WEBSITE AS NON-RETURNABLE.

6. Service

By subscribing to or using the Service, Customer agrees to be bound by such additional terms and conditions as may be presented to Customer in conjunction with Customer's subscription to or use of the Service. If Customer does not accept these additional terms, Customer must not purchase, access, or use the Service.

The Service may be obtained from Company via one-time or periodic purchases of time-limited uses of the Service or via automatically renewing paid subscriptions of the Service at the fees and rates set forth on the Company's Website for the Service. Company may make changes to, suspend, or discontinue any such Service at any time for any reason, and the Company has the sole discretion to determine which portion(s) of the Service require(s) payment.

Customer's subscription period may vary with, for example, monthly or annual automatic renewal periods as specified during Customer's purchase of Products and/or subscription for the Service. The Customer's subscription to the Service will automatically renew for additional subscription periods as long as the subscription continues, until Customer cancels the subscription or the Company suspends or stops providing the subscription.

Customer will be charged the applicable subscription fee(s) prior to, or at the beginning of, each subscription period or renewal thereof. Before charging Customer for a subscription period, Company will notify Customer of the applicable subscription fees, and the renewal will occur at the price then in effect for the subscription to the Service.

If Customer elects to pay Company for uses of the Service, Company will charge Customer at the then applicable use rates established by Company for Customer's uses of the Service as measured by Company. Company's measurement of Customer's use of the Service shall be final and shall determine the use fees owed by Customer for use of the Service at the applicable rate and price.

Company may require Customer to prepay any uses of the Service. Customer agrees that Customer shall have no right to receive a refund of, and Company shall have no obligation to refund, any prepayments to the extent Customer does not actually use the Service.

Customer may cancel Customer's subscription to the Service at any time. Customer's cancellation will take effect at the end of the then current subscription period.

In the event Customer cancels a subscription or ceases purchases of future uses of the Service, the Company may still send Customer promotional communications about Customer's products and/or services, unless Customer opts out of receiving those communications by following the unsubscribe instructions provided in the communications.

Customer agrees that when Customer cancels a subscription to the Service, such cancellation cancels only future charges for Customer's subscription. Customer will not receive a refund for the then current subscription period for which Customer has paid the applicable subscription fees, but Customer will continue to have access to the Service during the then current subscription period.

At any time for any reason, Company may provide a refund, discount, or other consideration ("Credits") to some or all of its customers. The amount and form of such Credits, and the decision to provide them, are at Company's sole and absolute discretion. The provision of Credits in one instance does not entitle Customer to Credits in the future for similar instances, nor does it obligate Company to provide Credits in the future.

Company reserves the right to adjust pricing of subscription fees or use fees for the Service in any manner and at any time. Any price changes will take effect following notice to Customer.

Customer authorizes Company to charge Customer's chosen payment method for the applicable subscription fees or use fees for the Service. By providing a payment method that the Company accepts, Customer represents and warrants that Customer is authorized to use the designated payment method and that Customer authorizes the Company (or Company's third-party payment processor) to charge Customer's payment method for the total amount of Customer's subscription or use fees for the Service (including any prepayments and any applicable taxes and other charges).

If the payment method cannot be verified, is invalid, or is otherwise not acceptable, Customer's Service may be suspended or canceled. Customer must resolve any problem the Company encounters in relation to the payment method Customer selects in order to proceed with Customer's use of the Service.

If Customer accepts a promotional offer or if Customer pays for Customer's use of the Service, the amount billed to Customer for use of the Service may vary. Such amounts may also fluctuate due to changes in applicable taxes or currency exchange rates. Customer authorizes Company (or its third-party payment processor) to charge Customer's payment method for the corresponding amount.

Customer acknowledges and agrees that Company will not provide the Service to any minor (i.e., any individual under the age of 18 years). Customer represents and warrants to Company that Customer is not a minor.

7. Disclaimers for Service; Obligations

Any Service are personal to the Customer and may not be used by any other Person. Customer shall not allow anyone else to use the Service made available to Customer, and Customer will not transfer any subscription for Service or disclose Customer's password or other access credentials to any other Person. Customer shall report to the Company any unauthorized or prohibited use of the Service.

The speed, accuracy, and quality of Service may fluctuate based on numerous factors such as signal strength, network congestion or capacity, hardware limitations, software, server speeds of the websites, portals, or other locations on the Internet that Customer uses. Company does not warrant the accuracy or simultaneity of any transcriptions as part of any Service. Outages, interruptions, and delays in the availability of Service may occur, and use of the Service may be interrupted or may fail. Customer shall not be entitled to any refund of any purchase price or subscription fee for any such interruptions, failures, or inaccuracies.

Customer acknowledges and agrees that Customer will have no access to any copy or record of any transcriptions displayed on TranscribeGlass Glasses or captured by the relevant TranscribeGlass mobile app made available by Company from the App Store®.

8. Limited Software License

Subject to these Standard Terms, Customer is granted a non-exclusive, non-transferable, personal, non-sublicensable right and license, under Company's rights to such Software, to use Software, in object code only, that is made available by Company with any Hardware ordered by Customer as part of the Order solely in accordance with the specifications for such Software and the related Hardware, and specifically subject to the restrictions set forth in Section 9 hereof.

Any such Software is licensed to Customer on a non-exclusive basis and not sold. No other use of such Software is permitted, and Company retains for itself (or, if applicable, its licensors) all rights, title, and ownership to any such Software delivered hereunder. No other right or license under any Intellectual Property Rights of Company or its licensors is granted, whether expressly, by implication, or by estoppel, to Customer, and all such other rights are expressly reserved to Company and its licensors.

Customer acknowledges and agrees that such Software contains trade secrets and confidential and proprietary information of Company and its licensors. Customer shall hold all Software provided by Company in strict confidence and shall use best efforts not to disclose such Software to any other Person. Customer shall have no right to access or use the source code of such Software.

Such license shall automatically terminate immediately upon any material failure by Customer to comply with these Standard Terms or by Customer discontinuing use of such Software.

Customer hereby agrees to be bound by any terms of use applicable to the Software in addition to the Standard Terms set forth herein. To the extent that there are any inconsistencies between these Standard Terms and any such additional terms of use, such additional terms of use shall govern. Company will make any such additional terms of use available to Customer, including without limitation when Customer accesses the relevant TranscribeGlass mobile app made available by Company from the App Store®.

Customer acknowledges and agrees that the Software may not operate or perform without access to a wireless Internet connection. Customer shall be responsible for procuring and making available, at all times, such wireless Internet connection at Customer’s own expense.

9. Technical Requirements

Customer acknowledges that for in order to use the Service and for the TranscribeGlass Glasses to display transcriptions, Customer must use TranscribeGlass Glasses in conjunction with an Apple® iPhone® and the relevant TranscribeGlass mobile app made available by Company from the App Store®. Without an iPhone® that has the relevant mobile app from the App Store® downloaded onto it, the Service will not properly function and the TranscribeGlass Glasses will not display transcriptions. Company shall have no liability for Customer’s failure to download, access, or use the relevant TranscribeGlass mobile app.

Customer acknowledges that no smartphone other than the Apple® iPhone® currently supports the Service.

Customer acknowledges and agrees that (1) the paid Service is required for the TranscribeGlass Glasses to display transcriptions. The terms for the Service are set forth in Section 5 hereof, and (2) without a subscription to the Service or the purchase of time-limited uses of the Service as provided in Section 5 hereof, TranscribeGlass Glasses will not display transcriptions.

10. Certain Limitations and Restrictions

10.1 The license to the Software shall not be transferable except in connection with a transfer of the Hardware on which the Software is installed, provided that such Software remains installed on such Hardware.

10.2 Customer shall not, and shall not permit any other Person to, disclose, publish, distribute, or otherwise make available or accessible to any other Person, rent, license, sublicense, transfer, assign, sell, market, promote, advertise, or otherwise commercially exploit, the Software.

10.3 Customer shall not, and shall not permit any other Person to, reproduce, modify, or create improvements, derivative works, or transformative works of or based upon the Software.

10.4 Customer shall not, and shall not permit any Person to, bypass or breach any security or protection used for the Software to prevent unauthorized access to software, algorithms, data, information, or functionalities or features of the Software or any other Product. Customer may not (and may not attempt to) defeat, avoid, by-pass, remove, deactivate, or otherwise circumvent any protection mechanisms in the Software including any such mechanism used to restrict or control the functionality of the Software.

10.5 Customer shall not, and shall not permit any other Person to, decompile any object code of, or reverse engineer, disassemble, decode, discover, reconstruct, adapt, translate, or otherwise derive or gain access to any source code of the Software, the structure, sequence, or organization of such source code or any algorithm, method, process, workflow, or model that is part of the Software, in whole or in part.

10.6 Customer shall not and shall not permit any Person to unbundle any embedded Software from any Hardware.

11. Financial Terms

11.1 Customer shall pay the total purchase price and other amounts as set forth on the Website. Prices are subject to change without notice. The Company reserves the right to refuse or cancel Orders at any time and at its sole discretion. The Company accepts credit and debit cards for payment of Products. Additional terms with customer’s payment provider may apply.

11.2 Customer will place an Order by clicking the order or purchase buttons located in various sections of the Website and adding the Products of Customer’s choice to the checkout basket. When placing an Order, Customer will be required to provide Company with information including Customer’s name, mailing address, and billing information. Customer represents and warrants that all such information is accurate and complete. Customer is responsible for ensuring that account information (including Customer’s contact and shipping information) is kept current on the Website. Company will assume no responsibility or liability for inaccurate information, or for information that later becomes outdated, and the Company shall have no obligation to make any effort to determine Customer’s correct contact or shipping information.

11.3 After Customer places an Order, Customer may receive a record of their payment from the Company. By submitting an Order, Customer acknowledges that Customer is authorized to use the designated payment method and Customer authorizes the Company to charge Customer’s order to that payment method. When Customer provides payment information, Customer authorizes the Company (or a third-party payment processor) to process and store Customer’s payment and related information.

11.4 For international Orders (shipping to outside of the U.S.), Customer is solely responsible for paying all customs charges, duties, import taxes, or any other fees associated with importing the product. Seller will not pay for or cover these charges.

Company may utilize an agent, subsidiary, or Affiliate to process payment and shipping. In the event the payment method the Customer designates cannot be verified, is invalid, or is otherwise not acceptable, the Company may suspend or cancel Customer’s order. Customer is responsible for resolving any problems the Company encounters in connection with Customer’s Order. In the event Customer submits information or places an order as a guest on Seller’s Website, Company and its Affiliates may store this information for use in connection with processing Customer’s Order, providing support, and any marketing communications Customer elects to receive from Company or its Affiliates. Prices are subject to change without notice. The Company reserves the right to refuse or cancel orders at any time and at Company’s sole discretion. All prices and other amounts payable by Customer under the Agreement are exclusive of, and are payable to Seller without deduction for, any taxes and other assessments claimed or imposed by any governmental authority. If Customer is exempt from the payment of such taxes or other assessments, Customer shall provide Seller with documentary proof of such exemption issued by the appropriate taxing authority. Customer is responsible for obtaining and providing to the Seller any such certificate or other proof of exemption.

12. Seller Marks

Customer is not granted any right to, and shall not, use, directly or indirectly, in whole or in part, any Seller Marks, except as may be specifically authorized by Seller in writing prior to such use.

Customer shall not, without the prior written consent of Seller, use or attempt to register any logo, mark, or name that is likely to be similar to or confused with any Seller Mark.

All goodwill resulting from the use of the Seller Marks will inure solely to Seller.

13. Intellectual Property Rights

All rights and title to and ownership of the Intellectual Property Rights embodied in the Products, or used to make or useful for the manufacture or use of the Products, and any improved, updated, modified, or additional parts or components thereof, shall at all times remain the property of Seller or Seller’s licensors. In addition, except for the limited license set forth herein, Seller and its licensors retain all right, title, and interest to and in all Software and all modifications and enhancements thereof, and no right, title, or interest to and in the Software, or any copies thereof, is transferred to Customer under the Agreement. Seller and its licensors retain any and all Intellectual Property Rights in and to all Software and all modifications and enhancements thereof.

Customer Data. Customer hereby grants to Seller and its Affiliates, its subcontractors, and its respective successors and assigns, a royalty-free, fully-paid, non-exclusive, sublicensable and transferable worldwide right and license to use, reproduce, modify, adapt, and create derivative and transformative works of any data, which arises directly out of Customer's use of any Product or the performance of any Product, which is generated from any applicable Software, or any Service, solely for purposes of (i) storing such data, (ii) operating and maintaining the Software, providing and performing any warranty or any services for Customer, and otherwise performing this Agreement, (iii) monitoring use and performance of the Products and the Software and the Service by Customer and any other Person, (iv) billing purposes, (v) researching, developing, and improving existing and new products, services, and software of Seller, and (vi) publishing, on an aggregated and anonymized basis, analyses of such data and data of other customers or users of products or software or services of Seller.

14. Product Warranty

Seller neither assumes nor authorizes any other Person to assume for it any other obligation or liability with respect to a Product or Service beyond that which is expressly provided for in the applicable limited product warranty set forth in this Section.

This product warranty applies only to Hardware manufactured by or on behalf of Seller. The product warranty does not apply to any Software or any Service. This product warranty shall extend only to the Customer and shall not extend to any other Person. All warranties given by Seller are personal to the Customer and, notwithstanding the provisions of Section 21.6 hereof, may not be transferred or assigned to a Third Party or an Affiliate of Customer.

The Products ordered by Customer under the applicable Order are covered only by the product warranty set forth in this Section. This product warranty allocates the risk of failure of such Product and unknown and undeterminable risks between Customer and Seller. This allocation, which is intended to protect Seller against unknown and undeterminable risks, is recognized by Customer and is reflected in the purchase price for such Products.

Subject to the terms and conditions of the Agreement, including the disclaimers and limitations set forth in this Section, Section 14, and Section 16 hereof, Seller hereby gives the following limited product warranty to Customer with respect to the Products delivered by Seller to Customer pursuant to an Order: Seller warrants that the Hardware purchased by Customer shall be materially free from defects in workmanship (but excluding any design defects) for a period of twelve (12) months from the date of shipment to Customer.

The foregoing product warranty does not apply, and Seller shall have no liability, to the extent a non-conformance or defect is attributable to (a) normal wear and tear, abuse, misuse, neglect, negligence, transportation (after delivery to carrier by Seller), storage (after delivery to the carrier by Seller), improper or abnormal conditions, or abnormal, improper, or unreasonable use or handling, use contrary to any manuals, instructions, or warnings attached to or furnished with the Product, (b) any use that is prohibited by these Standard Terms, (c) unauthorized alterations or modifications or tampering, (d) any external cause, such as an accident, damage from exposure to weather conditions, excess moisture, contamination, battery leakage, theft, or improper use of an electrical source, or (e) any use with any software provided by Seller or any service not provided or performed by Seller.

The foregoing product warranty shall survive any inspection, delivery, acceptance, or payment by Customer. Acceptance of all or any part of any Products shall not be deemed to be a waiver of Customer’s right to cancel or return all or any part of such Products due to a breach of the foregoing product warranty.

Seller will, at its option, repair or replace any non-conforming Product that is covered by the foregoing applicable product warranty, provided that Seller can reasonably identify and confirm such non-conformance. Hardware may be repaired or replaced by Seller with functionally equivalent, reconditioned, or new Hardware or components (if only a component of Hardware is non-conforming). If the Hardware is replaced in its entirety, the warranty period for the replacement shall be twelve (12) months from the date of shipment of such replacement Hardware to Customer. The preceding provisions of this Subsection state Customer’s sole remedy and Seller’s sole obligations under the foregoing product warranty.

In order to be eligible for repair or replacement under the foregoing product warranty Customer must (a) promptly and timely contact Seller’s support department to report the non-conformance and make a claim under such product warranty during the applicable product warranty period and within thirty (30) days after Customer discovers that the Hardware does not conform, including, but not limited to, a complete description of the non-conformance and a return address, (b) receive return authorization and specific return and shipping instructions, (c) cooperate with Seller in confirming or diagnosing the non-conformance, and (d) return the Product, transportation charges prepaid, to Seller following Seller’s instructions. Seller will bear the cost of shipping the replacement Product back to Customer. If a Product is returned to Seller but Seller cannot reasonably determine (applying analytical methods reasonably selected by Seller) that the Hardware of such Product is defective or non-conforming, Seller will have no liability under such product warranty. If a Product is returned to Seller, but the problem with the Hardware of the Product is not covered under the terms and conditions of such limited product warranty, Seller will notify Customer and the Product will be returned to Customer and Customer will be responsible for all shipping charges. ANY ACTION OR LAWSUIT FOR BREACH OF WARRANTY OR CONTRACT MUST BE COMMENCED WITHIN TWELVE (12) MONTHS FOLLOWING PURCHASE OF THE PRODUCT AND ALL ACTIONS AND LAWSUITS WILL BE BARRED AFTER THIS PERIOD.

15. DISCLAIMER OF WARRANTIES

EXCEPT FOR THE EXPRESS PRODUCT WARRANTY SET FORTH IN SECTION 13 ABOVE, ALL PRODUCTS, HARDWARE, SOFTWARE, AND SERVICE ARE PROVIDED AND MADE AVAILABLE “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND, TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND INDUSTRY CERTIFICATIONS, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, SELLER MAKES NO WARRANTY OF ANY KIND THAT THE PRODUCT, THE HARDWARE, THE SOFTWARE, OR THE SERVICE WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S INTENDED USES OR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE SECURE, ERROR-FREE, ACCURATE, CURRENT, OR COMPLETE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER SHALL HAVE NO OBLIGATION TO CORRECT, AND HEREBY DISCLAIMS ALL LIABILITY WITH RESPECT TO, ANY KNOWN ERRORS OR DEFICIENCIES OR “BUGS” OF THE PRODUCT OR THE HARDWARE, SOFTWARE, OR SERVICE AS DISCLOSED TO CUSTOMER PRIOR TO CUSTOMER PLACING THE APPLICABLE ORDER.

ALL SOFTWARE AND ALL SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, AND SELLER DISCLAIMS ALL LIABILITY FOR ANY HARM OR DAMAGES OR LOSSES CAUSED BY THE SOFTWARE OR SERVICE. SELLER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO ANY AND ALL SOFTWARE AND ALL SERVICES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND INDUSTRY CERTIFICATIONS, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED ON THE WEBSITE OR GIVEN BY SELLER OR ITS REPRESENTATIVES SHALL CREATE ANY OTHER WARRANTIES OR SHALL IN ANY WAY INCREASE THE SCOPE OF SELLER’S OBLIGATIONS UNDER THE AGREEMENT.

ALL IMPLIED OR EXPRESS WARRANTIES THAT CANNOT BE DISCLAIMED HEREIN UNDER APPLICABLE LAW, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, SHALL BE LIMITED IN DURATION TO THE APPLICABLE WARRANTY PERIOD.

16. Technical and Other Services

During the applicable product warranty period for a Product, Seller may, in its discretion, provide limited technical support for such Product to Customer at no additional charge to Customer during Seller’s regular business hours. Seller shall have no obligation to provide any such technical support services. Such limited technical support may include (a) telephone, email or internet-based technical support services and resources, or (b) Software and Hardware updates, upgrades, error corrections, bug fixes, or other changes.

Notwithstanding any other provision herein, Seller’s sole liability and Customer’s sole remedy for any deficiencies in the technical support services provided by Seller shall be for Seller to use commercially reasonable efforts to correct such failure through further technical support services. Seller shall have no other liability for any failure or deficiency or defect in providing any such technical support services.

17. Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SELLER AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE SUPPLIERS AND LICENSORS HAVE LIABILITY TO CUSTOMER OR ITS AFFILIATES OR ANY THIRD PARTY FOR CONSEQUENTIAL, EXEMPLARY, ENHANCED, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR STATUTORY DAMAGES, OR ANY MULTIPLES OF DIRECT DAMAGES, UNDER ANY LEGAL THEORY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR WARRANTY, ARISING OUT OF OR IN CONNECTION WITH, WITHOUT LIMITATION, THE SALE OF ANY PRODUCT OR ANY HARDWARE OR ANY SUBSCRIPTION OF ANY SERVICE OR THE USE OF ANY PRODUCT OR ANY HARDWARE OR ANY SOFTWARE OR ANY SERVICE OR SELLER’S PERFORMANCE OF THE AGREEMENT OR ANY OF ITS WARRANTIES OR OBLIGATIONS UNDER THE AGREEMENT OR THE SUBJECT MATTER OF THE AGREEMENT OR OTHERWISE, HOWEVER ARISING OR CAUSED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER’S TOTAL AND CUMULATIVE LIABILITY TO CUSTOMER AND ITS AFFILIATES AND ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, INCLUDING WITHOUT LIMITATION THE PRODUCT, HARDWARE, SOFTWARE, AND SERVICE (INCLUDING ANY USE OF ANY OF THE FOREGOING) AND SELLER’S PRODUCT WARRANTY AND THE PERFORMANCE OF SELLER’S OBLIGATIONS UNDER THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE LESSER OF (A) THE AMOUNT CUSTOMER PAID TO SELLER FOR THE PARTICULAR PRODUCT(S) AND/OR SERVICE(S) THAT DIRECTLY CAUSED OR RESULTED IN THE LIABILITY OR (B) ONE THOUSAND US DOLLARS (US $1,000). NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION DO NOT LIMIT SELLER’S LIABILITY WHICH CANNOT BE LIMITED BY MANDATORY LAW.

THE EXCLUSIONS OF A PERSON’S LIABILITY SET FORTH IN THIS SECTION APPLY REGARDLESS OF WHETHER SUCH PERSON WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

The parties acknowledge that each of them relied upon the inclusion of the limitations and exclusions set forth in this Section in consideration of entering into the Agreement.

Customer shall comply with all applicable laws of any applicable jurisdiction when using the Product or the Service. Without limiting the generality of the foregoing, Customer shall comply with all applicable laws that restrict or prohibit recording of conversations or communications. Customer acknowledges and agrees that Company shall have no responsibility or liability for Customer’s use of the Product or the Service in non-compliance with applicable law. Customer hereby indemnifies and holds harmless Company and its officers and directors for any losses, damages, or expenses incurred by Company and its officers and directors as a result of any failure by Customer to use the Product or the Service in non-compliance with any applicable law or any other violation by Customer of the terms or restrictions of the Agreement.

18. Remedies for Breach

In addition to any remedies specified elsewhere under these Standard Terms, and any remedies available to Seller under law or in equity, in the event Customer breaches the Agreement, including by failing to make payment of any amount when due, Seller may do any, all, or any combination of the following: (1) cease or suspend performance, including suspending or ceasing further shipment of any Product or performance or provision of any paid Service, (2) terminate or suspend any outstanding Order, (3) terminate the rights and licenses granted to Customer under the Agreement, (4) terminate any remaining product warranty for the affected Product, and (5) terminate any subscription to any Service to Customer.

19. Governing Law

The Agreement and its formation, validity, interpretation, construction, performance, termination, and enforcement (and any dispute, claim, or controversy arising out of or related to the Agreement, whether sounding in contract, tort or otherwise (including product liability claims)) shall be governed by the internal laws of the State of Delaware without giving effect to choice of law rules that may direct or permit the application of the laws of another jurisdiction. Seller and Customer agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, and any successor law to either, shall not apply to the Agreement.

20. Exclusive Forum

Any dispute, claim, or controversy arising out of or related to the Agreement, whether sounding in contract, tort, or otherwise (including product liability claims), shall be adjudicated exclusively in the state or federal courts located in the State of Connecticut, New Haven County, and Customer hereby irrevocably submits to the exclusive jurisdiction of such courts with respect to any such dispute, claim, or controversy, and each party irrevocably and forever waives and relinquishes all right, and agrees not to attack, and agrees not to raise any objection to, the laying or maintaining of such venue or forum of any such dispute, claim, or controversy in any of such courts or the suitability or convenience of such venue or forum by reason of its present or future domicile or by any other reason.

21. Waiver of Right to Trial by Jury

EACH PARTY TO THE AGREEMENT HEREBY IRREVOCABLY WAIVES (ALSO ON BEHALF OF ITS AFFILIATES), AND EACH PARTY SHALL CAUSE ITS AFFILIATES TO WAIVE, ANY AND ALL RIGHTS ANY OF THEM MAY HAVE, NOW OR IN THE FUTURE, TO HAVE ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THEM, ARISING OUT OF OR RELATING TO THE AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY THE AGREEMENT OR RELATED THERETO, INCLUDING WITHOUT LIMITATION ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT OR STATUTORY VIOLATION, BE HEARD OR DECIDED BY A JURY IN A TRIAL.

22. Miscellaneous

The provisions in the following sections hereof and all payment obligations incurred by a party under the Agreement, and any other right or obligation of the parties in the Agreement that, by the nature of such provision, should survive termination of the Agreement, will survive termination of the Agreement, subject to time limitations, if any, in such provisions: Sections 1 and 12-21. All other rights and obligations of the parties under the Agreement shall cease upon termination of the Agreement.

The Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and shall supersede and merge all prior and contemporaneous communications, agreements, understandings, undertakings, and obligations with respect to the subject matter hereof, whether oral or written, unless the parties have entered into a separate definitive written agreement with respect to the subject matter hereof which has been signed by the authorized representative(s) of each party, provided that the Agreement does not supersede or replace the additional terms as provided in Section 5.1 and Company’s Privacy Policy and any additional terms applicable to the use of the relevant TranscribeGlass mobile app made available by Company from the App Store®.

The relationship between the parties is that of independent contractors. Each party shall act as an independent contractor and not as a partner, joint venturer, or agent of the other party. The Agreement shall not establish or be construed as establishing an agency, joint venture, or employer/employee relationship between Customer and Seller or its Affiliates or that of a partnership.

All notices required to be given under the Agreement shall be in writing and shall be effective when received or, if delivery is not accomplished by reason of some fault of the addressee, when tendered, and shall only be transmitted by (a) personal delivery, (b) registered or certified mail, return receipt requested and postage prepaid, (c) courier or delivery service, or (d) e-mail, by a party to the other party at the other party’s address or email as set forth on the applicable Order from Customer or, in case of Company, the Company’s address and email as set forth on the Website, or to such other addresses or email as a party may from time to time notify the other party of in accordance with this Section 21.

Any term or provision of the Agreement may be waived at any time by the party entitled to the benefit thereof in a writing executed by such party. No waiver by either party of any breach of, or of compliance with, any term or provision of the Agreement by the other party shall be considered a waiver of any other term or provision or of the same term or provision at another time. No failure or delay of either party to exercise any power or right given that party hereunder or to insist upon strict compliance by the other party with its obligations hereunder, and no custom, practice or prior course of dealing of the parties at variance with the terms hereof, shall constitute a waiver of that party’s right to demand exact compliance with the terms hereof.

Except as provided in Section 9.1 of these Standard Terms, Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under the Agreement, whether voluntarily, involuntarily, or by operation of law, whether in whole or in part, to any Third Party. Any purported or attempted assignment, delegation, or transfer in violation of this Section 21 is void. Seller may assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under the Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, whether in whole or in part, to any Affiliate or any Third Party.

The Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, shall confer upon any other Person any right, benefit, or remedy under or by reason of the Agreement.

Each party shall be responsible for the compliance by its Affiliates with its and their respective obligations under the Agreement, and any non-compliance by an Affiliate of a party with the terms of or obligations applicable to such party or its Affiliate hereunder will be deemed a breach of the Agreement by such party.

If any provision of the Agreement or the application thereof to any party or circumstances shall be declared void, illegal, or unenforceable by a competent court of law, the remainder of the Agreement shall be valid and enforceable to the extent permitted by the law governing the Agreement as set forth above. Such declaration shall not invalidate any other provision hereof, and the Agreement shall continue in full force and effect. The invalid provision shall be replaced by an appropriate provision, which to the extent permitted by such law comes closest to the parties’ intent of what the parties would have agreed on, had they been aware of the invalidity or unenforceability, in order to meet the spirit and purpose of the Agreement.

For purposes of the Agreement, the words 'include,' 'includes,' and 'including' are deemed to be followed by the words 'without limitation'; and the word 'or' is not exclusive. The parties intend the Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

Seller reserves the right to change these Standard Terms at any time. Any changes made to these Standard Terms will not apply to the Agreement between Seller and Customer for any Order received by Seller from Customer before the changes are made.

20. Contact Information

AirCaps PBC

470 James Street, STE 007

New Haven, CT 06513

United States

Phone: (+1)2032963699

Email: support@transcribeglass.com