Access Hardware Program Terms

Thanks for your interest in Magic Leap’s Access Hardware Program (the “Program”)!

These Access Hardware Program Terms (these “Terms”) form a binding legal agreement between you and Magic Leap, Inc. (“Magic Leap”) with respect to the Program, so please read them carefully. You will be required to acknowledge your agreement to these Terms when you submit an Entry (as defined below). If you don’t agree to these Terms, you will not be able to submit an Entry and won’t be eligible to receive any awards described below.

Section 21 of these Terms contains an arbitration agreement which will, with limited exception, require you to submit any claims you have against Magic Leap to binding and final arbitration.

Magic Leap will communicate additional information regarding the Program to you via email to the email address you provide in your Entry.

THE PROGRAM IS VOID WHERE PROHIBITED OR RESTRICTED BY LAW AND IS SUBJECT TO APPLICABLE FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS. NO PURCHASE NECESSARY TO ENTER OR CLAIM AN AWARD. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING.

1. Program Overview. Magic Leap will provide Developers (as defined below) with access to Magic Leap devices (“Devices”) to help them build compelling applications for spatial computing. Magic Leap will evaluate all eligible Program entries (“Entries”) and select Developers to receive access to Devices and, in Magic Leap’s discretion, other support and benefits (“Device Recipients”), as described in these Terms. See below for further details on eligibility, how to enter, selection of Device Recipients, and other information about the Program.

2. Participant Eligibility. An individual is eligible to participate in the Program, as an individual or as part of a team, if he/she: (a) is 18 years old or older; (b) has a Magic Leap ID (which can be obtained by clicking here and following the instructions); (c) does not already own a Device; (d) did not previously receive funding (or a Device) under a Magic Leap program (including Magic Leap’s Independent Creator Program); and (e) is not: (i) an employee, contractor, director, advisor, or consultant of Magic Leap or any of its affiliates, or or an immediate family member of any of the foregoing individuals, or (ii) an employee of a supplier, vendor, or retailer of Magic Leap or any of its affiliates. Each eligible Program participant, whether participating as an individual or part of a team, will be referred to in these Terms as a “Developer.”

3. Entry Eligibility. An eligible Entry is one that is: (a) completed in its entirety in accordance with the applicable instructions; (b) submitted during the Program Period (as defined below); and (c) in the English language.

4. Awards. Magic Leap will award access to at least 500 Devices. Magic Leap will ship Devices, at Magic Leap’s cost, to Device Recipients at Device Recipients’ provided address. The odds of a Developer receiving access to a Device will depend on the number of eligible Entries received and quality of the Developer’s Entry, as measured against the evaluation criteria described below. Any transfer or substitution of Devices will be at Magic Leap’s sole discretion. The approximate retail value (“ARV”) of each Device is $2,295. The ARV of all Devices is at least $1,147,500.

5. When and How to Enter. Magic Leap will accept Entries beginning on February 11, 2020 at 10:00 am ET and ending when Magic Leap announces that all Devices have been awarded (collectively, the “Program Period”), subject to change by Magic Leap in its sole discretion. Magic Leap will use reasonable efforts to announce on its website when the Program Period is ending, reasonably prior to such time. To enter, click here and follow the instructions. Only one (1) Entry per Magic Leap ID. Magic Leap will not accept entries that appear to be duplicate entries submitted by different people (either as an individual or as part of a team). Magic Leap will treat all Entries as non-confidential, and Magic Leap has no obligations with respect to any Entry. Developers are responsible for all costs and expenses (if any) associated with submitting Entries.

6. Evaluating Entries. Magic Leap’s evaluation of Entries and decision to award access to Devices will occur on a rolling basis. All eligible Entries will be evaluated by Magic Leap personnel. The evaluation period for each Entry will be fifty (50) days after submission of that Entry (“Evaluation Period”). Entries will be evaluated and Device Recipients will be selected based on the following criteria: (a) the Developer’s publishing experience; (b) the quality of the Entry, including the proposed experience’s ability to showcase the Magic Leap platform’s capabilities and address an articulated market need; (c) project feasibility, including the strength of the Developer’s resources to develop the content proposed in the Entry; (d) the strength of content fit for Magic Leap’s goals and publishing timeline; and (f) the evaluators’ confidence that the Developer will publish the content proposed in the Entry. Magic Leap’s selection of Device Recipients will be final and cannot be appealed.

7. Notification and Acceptance. Magic Leap will notify Device Recipients by email (to the email address provided in the Entry) within ten (10) days after the end of the applicable Evaluation Period with additional instructions about awarded Devices and any other applicable Program benefits. Magic Leap isn’t responsible or liable for late, lost, misdirected or unsuccessful efforts to notify a Device Recipient. A Device Recipient will not receive any award if the Device Recipient does not accept an award within two (2) weeks after notification, the Device Recipient is ineligible, or the award or award notification is not deliverable.

8. Device Recipient List. To obtain the first name, last initial, city, state (if applicable), and country of the Device Recipients, send a self-addressed, stamped envelope marked “Hardware Access Program List” to Magic Leap (at the address at the end of these Terms), c/o Senior Director, Developer Relations. Residents of Vermont and Washington do not have to include return postage. Requests for a Device Recipients list must be received no later than 90 days following the last day of the Program Period.

9. Taxes. Device Recipients will be responsible for all applicable taxes related to any awarded Device. The fair market value of any award is generally considered taxable income. Device Recipients (a) may be issued a 1099 U.S. Tax Form or other applicable IRS Form for the retail value of the prize, and (b) will be required to provide a IRS Form W-9 or W-8 (as applicable) prior to receiving their award.

10. Entry Ownership. As between a Developer and Magic Leap, the Developer shall own all right, title, and interest in and to all content in the Developer’s Entry, subject to the rights granted to Magic Leap under these Terms.

11. Independent Development. Nothing in these Terms prevents Magic Leap or other developers who may have relationships with Magic Leap from developing or having developed products, content, software, concepts, systems or techniques that are similar to or compete with products, content, software, concepts, systems or techniques that you may develop in connection with the Program or otherwise. You acknowledge that multiple products (including products of a similar nature) may be in simultaneous development for Magic Leap’s platform at any time.

12. Use of Names, Logos, and Entries.
To the maximum extent permitted by applicable law, Device Recipients (including all members of a Device Recipient team, if applicable) hereby allow Magic Leap to use (a) their names and/or their company’s name(s) (as applicable), (b) their logos and other trademarks (as applicable), and (c) the content of their Entries (collectively, “Marketing Materials”), in each case in any media now known or later developed (including on Magic Leap’s website and social media channels), throughout the world and in perpetuity, for no additional compensation or consideration, to promote the Program, Magic Leap, or Magic Leap’s products or services. Device Recipients hereby release Magic Leap from all claims, liabilities and obligations whatsoever in connection with its use of their Marketing Materials and agree and acknowledge that access to the Device(s) constitute valuable, sufficient and complete consideration for the rights granted in this Section. Where lawful, Device Recipients may be required to sign and return an affidavit of eligibility, release of liability, and/or publicity release.

13. Use of Magic Leap Trademarks.
Any use of Magic Leap’s trademarks must comply with the Magic Leap Trademark Guidelines. Any Device Recipient’s promotion of Magic Leap or its products or services (including via social media) must comply with all applicable laws, including the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising.

14. Additional Terms and Conditions.
All Entries, the Devices, and Device Recipients’ use of the Devices are subject to Magic Leap’s standard terms and conditions, including Magic Leap’s Privacy Policy. For the avoidance of doubt, the Devices are not warranted by Magic Leap’s One Year Limited Warranty Policy. A Device Recipient’s access to a Device may also be subject to additional terms and requirements that will be provided to the Device Recipient when Magic Leap notifies the Device Recipient pursuant to Section 7.

15. Distribution of Developer’s Application. Each Developer acknowledges that if Developer wishes to publish Developer’s application through Magic Leap’s platform, such distribution will be subject to Magic Leap’s standard publishing review process and requirements, and Publisher Registration Agreement, unless otherwise agreed by Magic Leap.

16. Developer Representations and Warranties. Developer (and all members on the Developer team, if applicable) represents and warrants that: (a) Developer is eligible to participate in the Program, (b) all content in Developer’s Entry is the Developer’s original work, and/or Developer otherwise has all necessary rights to submit the Entry to the Program and grant Magic Leap and its affiliates all rights and licenses that are granted under these Terms (including, without limitation, the rights granted under Section 10); and (c) Developer’s submission of the Entry to the Program, and Magic Leap and its affiliates’ use of the Entry under these Terms, will not: (i) violate any third party’s intellectual property rights, rights of publicity, or other rights, (ii) violate any applicable law, or (iii) result in Developer’s breach of or default under any agreement or arrangement by which Developer (or any of its team members) is bound. Developer acknowledges that Magic Leap has not made any express or implied representations or warranties in these Terms.

17. Developer Indemnification. Developer will defend Magic Leap and its affiliates’ directors, officers, employees, contractors, agents, and representatives (collectively, “Indemnitees”), and hold the Indemnitees harmless from and against any actual or threatened suits, actions proceedings (at law or in equity), and claims (“Claims”), and indemnify the Indemnitees for any and all damages, liabilities, costs and expenses (including reasonable attorneys fees) arising from the Claim, if such Claim relates to: (a) Developer’s breach of any representations or warranties under these Terms, (b) the Entry, or (c) Developer’s participation in the Program.

18. Disqualification. Magic Leap reserves the right, in its sole discretion, to disqualify any Developer (or Developer team member) from the Program (including revoking Magic Leap’s offer of access to a Device), and ban any Developer (or Developer team member) from participating in any future Magic Leap programs, contests or other promotions, who (a) is found by Magic Leap to be ineligible; (b) attempts to interfere with the Program’s submission process or any other part of the Program, or otherwise attempts to undermine the legitimate operation of the Program; (c) provides false or fraudulent information in its Entry; (d) otherwise violates these Terms; or (e) is connected with any activity that impugns Magic Leap’s reputation or may result in prejudicing the goodwill or reputation of Magic Leap (as determined by Magic Leap in its sole discretion).

19. Right to Modify, Suspend, or Cancel Program. Magic Leap may modify, suspend, or cancel the Program, in its sole discretion, for any reason, including if Magic Leap determines that the fairness and/or integrity of the Program is compromised.

20. Confidentiality.

a. Confidential Information. “Confidential Information” means any non-public information relating to Magic Leap, its business, products, services, and related intellectual property. Confidential Information does not include any publicly available information.

b. Obligations. You will keep Confidential Information confidential, not publish or disclose any Confidential Information to a third party, and only use such information to the extent necessary to exercise your rights under these Terms. You will use at least a reasonable standard of care in maintaining the confidentiality of the Confidential Information. Your obligations with respect to Confidential Information will continue even after your participation in the Program has ended. You will promptly destroy or return any Confidential Information at Magic Leap’s request.

c. Permitted Disclosures. Notwithstanding the above, you may disclose Magic Leap’s Confidential Information to the extent the disclosure is required by law or by a valid order of a court or governmental agency. However, in such an event, you will immediately notify Magic Leap and assist Magic Leap in obtaining a protective order or similar protection to maintain the confidentiality of the Confidential Information to the extent possible.

d. Remedies. If you breach this Section 20, it will cause immediate and irreparable injury to Magic Leap and Magic Leap will have the right to seek injunctive relief, and pursue any other remedies available at law or in equity, without being required to show any actual damage or irreparable harm, prove the inadequacy of our legal remedies, or post any bond or other security.

21. Arbitration Agreement. If there is any dispute under these Terms or otherwise relating to the Program, you expressly agree that all such disputes will be solely governed by the venue and Agreement to Arbitrate and Waiver of Class Action provisions in the Account Terms and Conditions, which are located at www.magicleap.com/account-terms (the “Account Terms”). Please read the Agreement to Arbitrate and Waiver of Class Action carefully and understand your rights.

22. Miscellaneous. The Program and these Terms are governed by Florida law. You may not assign or transfer your rights under these Terms, by operation of law or otherwise, without Magic Leap’s prior written consent. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. If any provision of these Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will remain in full force and effect. These Terms are the entire agreement of the parties regarding the subject matter hereof, superseding all other agreements between them, whether oral or written, regarding the subject matter hereof.

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