Vuzix Media Usage Terms and Conditions (“Usage Terms” or “these Terms”) are issued by Vuzix Corporation, a corporation organized under the laws of the State of Delaware, USA, with offices located at 25 Hendrix Road, West Henrietta, NY, 14586, USA (“Vuzix”). As set forth in these Usage Terms, the acquisition and use of any digital media content, e.g., any images, music, screenshots, videos, clips, logos, digital renderings, color schemes, or express language (“Media”) downloaded, copied or otherwise acquired from https://www.vuzix.com/, https://ir.vuzix.com/, and/or https://apps.vuzix.com/, or any related subsidiary pages or subdomains of any of the foregoing domains (collectively “Vuzix’ Websites”), are subject to these Usage Terms as set forth herein.
1. Acceptance of Vuzix Media Usage Terms
1.1 Any individual or entity (“User”) that downloads or uses available Media from any of the Vuzix Websites expressly agrees to the following Usage Terms. Any use of the Media not in conformance with these Usage Terms is strictly prohibited. User agrees to and are bound by these Terms as set forth below and in any modified or additional terms that Vuzix may publish from time to time. User’s continued access and/or User’s continued usage of and to any Media made available on Vuzix’ Websites constitutes acceptance of these Terms and any such changes. User’s access to and use of Vuzix Media will be subject to the current version of these Terms. Please regularly check the “Vuzix Media Usage Terms and Conditions” link available on Vuzix Websites to view the current Terms.
2. Limited License
2.1 Vuzix hereby grants User a limited, non-exclusive, revocable, and non-transferable license to access, download, and reproduce the Media made available on Vuzix Websites for NEWSWORTHY AND EDUCATIONAL PURPOSES ONLY. Furthermore, subject to the additional terms referenced in Articles 3 and 4 below, Vuzix hereby grants User a limited, non-exclusive, revocable, and non-transferable license to use and display any Vuzix trademarks for NEWSWORTH PURPOSES AND EDUCATIONAL PURPOSES ONLY.
2.2 Vuzix retains all right, title, and interest in and to any Media made available on Vuzix Websites, and any and all copyright and/or trademark rights in and to any Media made available on Vuzix Websites. Any goodwill accrued through the use or display of any of the trademarks or logos made available on the Vuzix Websites will accrue to the sole benefit of Vuzix. Except as set forth in these Terms, nothing contained in these Terms hereunder shall grant or shall be deemed to grant to or vest in User any right, title, or interest in or to Vuzix’ trademarks.
2.3 For the purposes of these Terms, the term “copyright” shall mean any right, title, and interest in and to any tangible work provided in whole or in part on Vuzix’ Websites that contains a modicum of creativity regardless of whether acceptable notice is displayed thereon. For the avoidance of doubt, all images, clips, videos, music, logos, color schemes displayed on Vuzix Websites include either common law or registered copyrights of Vuzix constitute Vuzix Copyrights whether or not they are marked with an appropriate copyright notice. For the purposes of these Terms, the term “trademark” shall mean all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indicators of origin now or in the future used by Vuzix.
2.4 The look and feel of the Vuzix Websites, including all page headers, custom graphics, button icons, and scripts included therein, is the trade dress and/or trademark or service mark of Vuzix and may not be copied, imitated or used, in whole or in part, without the prior written consent of Vuzix.
3. Usage Terms
3.1 All representations of Vuzix’ copyrightable material or trademarks that User uses shall be: (i) exact copies of those used by Vuzix; (ii) shall be exact copies of the Media available on Vuzix Websites; or, (iii) shall first be submitted to Vuzix for approval. User has no right to modify, dissect, or alter any Vuzix Media from the form made available on Vuzix’ Websites. User shall not engage in any activity, which would adversely affect the name, reputation, or goodwill of Vuzix or Vuzix’ products. In no event may User use or authorize any use of any of Vuzix’ trademarks, or any variant thereof (including misspellings), in any domain name whether registered, owned, or operated by or on behalf of User.
3.2 User shall not challenge or assist others to challenge Vuzix’ copyrights, trademarks, or the registration thereof or attempt to register, use, or enforce any, trademarks, marks or trade names confusingly similar to those of Vuzix.
3.3 User shall fully comply with all reasonable guidelines, if any, communicated by Vuzix concerning the use of Vuzix’ trademarks. User has duty to reference Vuzix’ Websites or guidelines prior to any publication of any article, blog post, or any public post via any media outlet of any kind to ensure proper usage of Vuzix’ trademarks.
3.4 Any violation of the obligations set forth in Articles 3.1-3.3 shall be deemed a material breach of these Terms that is incapable of cure, entitling Vuzix to terminate the limited licenses granted in Article 2.1 above immediately upon notice to User. Upon termination of the limited licenses granted under these Terms, User shall immediately cease to use any and all of Vuzix’ Media including any copyrightable materials, trademarks and all marks, trade names, and the like that may be confusingly similar.
4. General Terms
4.1 Vuzix reserves the right to terminate the limited licenses set forth in Article 2.1 above, partially or totally, at any time at Vuzix’ discretion.
4.2 Vuzix makes no representations as the accuracy of the information contained in any Vuzix Media made available on Vuzix’ Websites.
4.3 By using the Media made available on Vuzix’ Websites, User hereby waives and releases Vuzix, and its respective affiliates, subsidiaries, successors, assigns, officers, directors, agents and employees, from any and all obligations and liabilities and all rights, claims, and remedies against any one or more of them, express or implied, arising by law or otherwise in connection with the use of the Media, unless caused by or resulting from the gross negligence or intentional misconduct of Vuzix. Notwithstanding the foregoing, the total liability of Vuzix to User hereunder will be limited to no more than $1,000.00 USD.
4.4 By using the Media made available on Vuzix’ Websites, User and/or any company that publishes information containing said Media, hereby agrees to indemnify and hold Vuzix and its affiliates, subsidiaries, successors, assigns, officers, directors, agents and employees harmless from and against third-party liabilities, including, but not limited to, attorneys’ fees, and other expenses incident thereto, which may be threatened against, or recoverable from Vuzix from any claim by any third party as a result of or arising out of or in connection with (i) an act or failure to act of User in connection with these Terms; (ii) any claims of libel or slander associated with goods or products of third parties that are similar to the products portrayed in Vuzix Media; and (iii) any actions or digital media taken or provided at the direction of User.
4.5 By using the Media made available on Vuzix’ Websites, User agrees that any and all disputes arising under or in connection with the Terms, including actions in tort, shall be governed by the law of the state of New York, USA, without regard to its conflict of laws principles. All actions brought to enforce or arising out of these Terms shall be brought in courts located within New York. User, through its use of the Media, hereby consents to jurisdiction and venue therein.
4.6 In the event that any material provision in these Terms is or is about to be prohibited or declared unenforceable in any jurisdiction, or becomes impractical or uneconomical to perform as a result of any impending or actual change in any applicable law, Vuzix may, at its option, terminate, amend, supersede, or delete the prohibited, unenforceable, impracticable or uneconomical provision or provisions, without notice to User.
4.7 No waiver of any provision or breach of these Terms will constitute a waiver of any other provision or subsequent breach.
4.8 These Terms constitute the entire agreement and understanding of Vuzix and User on the subject matter hereof, and, supersedes any and all prior agreements, whether written or oral, between Vuzix and User concerning the subject matter hereof.
4.9 Vuzix may amend these Terms from time to time, at its sole discretion. Such changes will be made available through Vuzix’ Websites at the location designated for these Terms, currently https://vuzix.com/media-usage-terms-and-conditions