RealWear Equipment
Subscription Agreement

These terms and conditions govern your subscription to RealWear Equipment (as defined below). This RealWear Equipment Subscription Agreement (“Equipment Subscription Agreement”) and the following agreements (collectively the “ESA”) are the only agreements between RealWear, Inc. and you as the “Customer” entering into a subscription to the Equipment: 

• RealWear's license to Customer and RealWear’s Hardware Warranty are packaged with the Product and are available at:
  https://www.realwear.com/legal/terms-of-sale/ (“Terms of Sale”) 

• Customer’s access to RealWear Cloud is governed by the RealWear Cloud SaaS Agreement available at: https://www.realwear.com/legal/cloud-license-agreement (“RW Cloud Agreement”) 

  
  To enter into a subscription to the Equipment, you must contact RealWear or a RealWear reseller or distributor (“Distributor”) for a price quote (“Quote”). This ESA is intended to be integrated and incorporated by reference into any Quote for subscription Equipment and by accepting the Quote, you also agree to accept, and be legally bound by, the ESA and its terms and conditions. Customer’s standard terms and conditions, or other deviations from the ESA, shall not apply, even if attached to the Quote upon your acceptance. 
  
  

THE ESA AND ITS TERMS TAKES EFFECT WHEN YOU HAVE ACCEPTED A QUOTE FROM REALWEAR OR A DISTRIBUTOR. 

This ESA was last updated on September 15, 2025. 

TERMS AND CONDITIONS 

1. EQUIPMENT: Company hereby provides to Customer the equipment set forth in a Quote (the “Equipment”) issued by a RealWear Distributor.
   
   
2. PRICE AND TERMS OF SUBSCRIPTION PAYMENTS:
   2.1 The price of the Equipment is set forth in the Quote.
   
   2.2 Subscription payments are: (i) pre-paid annually (“Subscription Payments”); (ii) are non- refundable, without exception; and (iii) are due in accordance with the terms of the Quote issued by such Distributor and/or as set forth in an agreement between the Customer and the Distributor. 

   
   

3. SUBSCRIPTION TERM, TERMINATION
   3.1 Subscription Term.
   3.1.1 The subscription term will be twelve (12) months (“Subscription Term”). 

   3.1.2 Customer cannot terminate the ESA during a Subscription Term. Notwithstanding the above, Customer may terminate the ESA due to a material breach of this ESA by Company that is not timely cured within the applicable cure period, or if a material change to the terms and conditions of the ESA comes into force that materially negatively impacts Customer’s use of the Equipment. If the aforementioned occurs, and Customer is not then in breach of the ESA, Company will refund a pro-rata portion of the Subscription Payments for the remaining unused period of the Subscription Term. 

   3.1.3 During the Subscription Term, Customer may add Equipment but may not decrease the amount of Equipment. 

   3.2 Termination Upon Customer’s Breach. In the event Customer is in breach of any term, condition or provision of this ESA, Company may at its sole discretion, terminate this ESA or suspend or downgrade the Equipment, without any notice. 

   3.3 Consequences of Termination. Upon termination of this ESA, for whatever reason, Customer shall discontinue any and all use of the Equipment immediately. 

4. EQUIPMENT OWNERSHIP: The Equipment is, and shall remain, the exclusive property of Company at all times. 

   
   

5. DELIVERY:

   5.1 Distributor shall deliver and/or ship the Equipment to Customer in accordance with the terms between such Distributor and Customer. 

   
   

6. POSSESSION, INSPECTION AND REPAIR: Customer shall be entitled to possession of the Equipment upon receipt by Customer of the Equipment. Customer will inspect the Equipment upon delivery and if the Equipment is not in good and acceptable condition, Customer will immediately notify the party in which Customer accepted the Quote from. In the event the Equipment requires repair during the Subscription Term, Customer may contact the Distributor, or Company directly, as set forth in the Terms of Sale. 

7. USE OF EQUIPMENT: 
   7.1 Customer may only provide use of the Equipment to its current employees, agents, representatives or temporary workers authorized by Customer to use the Equipment solely for the support of Customer’s internal business, provided that such access and use shall be limited to their provision of services to Customer in scope of their employment or assignment (“Authorized Users”).
   7.2 Customer is responsible for all acts and omissions of its Authorized Users as its own acts and omissions. All obligations of Customer under this ESA shall apply fully to any such Authorized Users or other persons as if they were Customers hereunder. 

8. PERIODIC REPLACEMENT INITIATIVE: 
   8.1 Company may, at its sole discretion and upon reasonable prior notice, replace previously delivered devices (“Legacy Devices”) with other, at least equivalent devices (“Replacement Devices”) in order to maintain or enhance the functionality of the Equipment during the Subscription Term, especially but not limited to cases where Legacy Devices no longer adequately operate with the most recent firmware updates, or the new generation equipment contains additional hardware and/or configuration features. After delivery of Replacement Devices, Legacy Devices must be returned and shipped directly to Company or a Distributor, as specified by Customer, within thirty (30) days. All costs for shipping Replacement Devices from Company to Customer and from Customer to Company are borne by Company. 
   8.2 Customer may, at its sole discretion, decline any replacement initiative as described in this Section 8. In the event Customer declines a Replacement Device, Company may continue to support the Legacy Devices, at its sole discretion until the date of end-of-support, as communicated by Company. Notwithstanding the foregoing, Customer takes the sole risk that the Legacy Device may: (i) no longer be or not be fully compatible with new functionalities and features as included in and communicated for the Replacement Devices; (ii) no longer be or not be fully compatible with RW Cloud; and/or (iii) no longer fully operate as specified in the Documentation. 

   
   

9. NO MODIFICATION: Customer may not modify the Equipment without Company’s prior written consent, which Company may grant at its sole discretion, in a separate signed written agreement (an “Addendum”). Such Addendum shall be attached to this ESA and will set forth the details of any permitted modifications Customer may make to the Equipment. For purposes of this Section 9, “modify” shall mean (i) the physical modification of the Software or Hardware, or the Product as such terms are defined in the Terms of Sale; (ii) any changes to Company’s trademarks, logos, brands, or other proprietary markings ("Marks") as they appear on the Equipment; or (iii) any other reconfiguration or alteration of the Equipment that may affect or alter Equipment performance as intended. 

   
   

10. MAINTENANCE, DAMAGE AND LOSS: Customer will keep and maintain the Equipment clean and in good working order during the Subscription Term in accordance with the Documentation. 
    
    

11. SURRENDER OF EQUIPMENT: Upon request by Company, within thirty (30) days of the expiration of the Subscription Term, Customer shall surrender the Equipment to Company or to the Distributor that Customer purchased the equipment from, in good condition and working order, ordinary wear and tear excepted. 
    
    
12. ENCUMBRANCES AND TAXES: Customer shall keep the Equipment free and clear of any liens or other encumbrances and shall not: (i) permit any act where Company’s title or rights may be negatively affected, (ii) market, sell, lend, rent, lease, or otherwise distribute, the Equipment or provide access to it to third parties; or (c) assign, sublicense or otherwise transfer any rights in or to the Equipment. Customer shall immediately notify Company of any pledge, retention or seizure of the Equipment, as well as the initiation of insolvency proceedings. Customer shall bear all costs arising to Company from the defense against such actions. Customer shall promptly pay all taxes, fees, licenses, and governmental charges, together with any penalties or interest thereon, relating to the possession, use or maintenance of the Equipment. 
    
    
13. DEFAULTS: If Customer fails to perform or fulfill any obligation under this ESA, Customer shall be in default of this ESA. Subject to any statute, ordinance, or law to the contrary, Customer shall have thirty (30) days from the date of notice of default by Company to cure the default. In the event Customer does not cure a default, Company may at Company’s option (i) cure such default and the cost of such action may be added to Customer’s financial obligations under this ESA; or (ii) declare Customer in default of the ESA. If Customer shall become insolvent, cease to do business as a going concern, or if a petition has been filed by or against Customer under the Bankruptcy Act or similar federal or state statute, Company may immediately declare Customer in default of this ESA. In the event of default, Company may, as permitted by law, re-take possession of the Equipment. Company may, at its option, hold Customer liable for any difference between the Subscription Payments that would have been payable under this ESA during the balance of the unexpired Subscription Term. 

    
    

14. CONFIDENTIALITY 
    14.1 Confidential Information and Exclusions. “Confidential Information" means any information disclosed by one party (the "Discloser") to the other party (the "Recipient") that is visually or orally identified as "confidential," "proprietary," or similarly identified, or that should reasonably be understood to be confidential under the circumstances. Confidential Information does not include any information that (i) Recipient knows or possesses, without any confidentiality obligation to the Discloser, at the time of disclosure; (ii) is or becomes public, through no fault of the Recipient; (iii) Recipient receives from a third party with no confidentiality obligation to the Discloser; or (iv) Recipient independently develops without reference to any Confidential Information of the Discloser. Confidential Information also includes all information received by RealWear from Customer and its employees, officers, contractors, or end user customers in the form of feedback related to the Equipment either verbally or in writing, including but not limited to feedback related to product design, form, function, features, product roadmap and the like, all of which shall be deemed to be the Confidential Information of RealWear. 
    14.2 Confidentiality Obligations and Exceptions. Recipient will not use any Confidential Information for any reason other than as strictly necessary for the business discussions between Discloser and Recipient or for a Party’s performance of its obligations under this ESA. Recipient will not reverse engineer, tear down, or disassemble any Hardware or reverse engineer, extract, or decompile any RealWear Software (each as defined in the Terms of Sale), or otherwise attempt to derive or discover any Confidential Information from any Hardware or RealWear Software that constitutes the Equipment. Customer will not publish or publicly disseminate any performance testing results or benchmarking studies of any Equipment without first providing them to RealWear for review and receipt of prior written approval by RealWear, which RealWear may grant or withhold at is sole discretion. Recipient will not disclose or allow to be disclosed any Confidential Information to any other party for five (5) years from the date of disclosure. Recipient will use the same precautions to prevent disclosure of Confidential Information that it uses to safeguard its own Confidential Information, but will at least use a commercially reasonable degree of care and at least the same level of care that it takes in protecting its own Confidential Information. Recipient may disclose Confidential Information to its own employees, contractors, consultants, and directors who have a need to know the Confidential Information, provided that they are bound by confidentiality obligations at least as restrictive as this Agreement. Recipient assumes responsibility for any disclosure of Confidential Information by them including any losses, expenses or damages incurred by the Discloser as a result of improper disclosure of the Confidential Information. Recipient may disclose Confidential Information in response to a judicial or other governmental order provided that the Recipient (unless legally prevented from doing so) gives reasonable notice to the Discloser of the disclosure prior to the disclosure in order to allow Discloser to seek a protective order or the equivalent, and reasonably assists Discloser (at Discloser's expense) in that effort; or with written permission from Discloser. Nothing in this Agreement obligates either Party to disclose Confidential Information or forms any joint venture or other relationship. 
    14.2 Ownership, AS-IS Disclosure, Return and Destruction of Confidential Information. Discloser owns all Confidential Information and derivative information and all associated intellectual property rights and other proprietary interests. Nothing in this Section 14 grants or implies any license to Discloser's intellectual property. Each Party discloses information AS-IS and makes no guarantees about its completeness, suitability for any particular purpose, or any other guarantees or warranties whatsoever. At the termination of this ESA, or at the request of Discloser, Recipient must return all Confidential Information to the Discloser or certify to the Discloser that it has destroyed all Confidential Information in its possession. Recipient may keep one copy of Confidential Information in its legal department for record keeping or compliance obligations. 

    
    

15. IP OWNERSHIP: Customer acknowledges that, as between Company and Customer, Company owns all right, title, and interest, including all Intellectual Property rights, in and to the Equipment as defined herein and the Products (as defined in the Terms of Sale). For purposes of this Agreement, “Intellectual Property” or “IP” shall be defined as: any idea, concept, know-how, technique, invention, creation, discovery, works of authorship, document, product, system, practice, procedure, means, method, design, device, program, documentation, specifications, feasibility studies, type approvals, certifications, software, software library, software API’s, content, varieties, drawings and sketches, and trade secrets, improvements, information, Products, materials and so on capable of being protected or in the process of being protected or protected as patents, trademarks, trade names, trade dresses copyrights, utility models, designs, chip topography, trade secrets and other types of IP. 
    
    
16. COMPANY REPRESENTATIONS, WARRANTIES, DISCLAIMERS: 
    16.1 Company represents and warrants that it has the right to enter into a subscription to the Equipment as provided in this ESA and that Customer shall be entitled to quietly hold and possess the Equipment, and Company will not interfere with that right as long as Customer is not in default of this ESA. 
    16.1 EXCEPT AS EXPRESSLY PROVIDED HEREIN, REALWEAR DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), STATUTORY OR OTHERWISE, AND REALWEAR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 

17. INDEMNIFICATION, EXCLUSIONS, LIMITATIONS OF LIABILITY: 

    17.1 Except for damages, claims or losses arising out of Company’s gross negligence, fraud, criminal acts, or willful misconduct, Customer, to the extent permitted by law, will indemnify and hold Company harmless from any liability for losses, claims, injury to or death of any person, including Customer, or for damage to property arising from Customer using and possessing the Equipment or from the acts or omissions of any person or persons, including Customer, using or possessing the Equipment with Customer’s express or implied consent. 

    17.2 EXCEPT FOR BREACH OF SECTION 14, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE DAMAGES OR LOSS, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, SAVINGS, TIME, DATA OR DAMAGE TO RECORDS OR DATA, OR LOSS AS A CONSEQUENCE OF ANY OTHER KIND OF BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE USE OF THE EQUIPMENT UNDER ANY THEORY OF RECOVERY, INCLUDING LIABILITY ARISING BY WAY OF INDEMNITY, IN CONTRACT OR IN TORT, PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 

     
    17.3 EXCEPT AS IT RELATES TO DAMAGES INCURRED DUE TO A PARTY’S BREACH OF SECTION 14, A PARTY’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS WILL NOT EXCEED THE SUBSCRIPTION AMOUNT PAID FOR THE EQUIPMENT. 
    
    
18. COMPLIANCE WITH LAWS: Customer must comply with all laws and regulations applicable to its use, import, export, or sale of the Equipment including, for example, customs and export laws of the U.S. and the country to which the Equipment is shipped or in which the Equipment is used. Customer further agrees that it will not export, transfer, or sell any Equipment for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons. Without limiting the foregoing, Customer specifically agrees that it will not directly, or indirectly, offer or pay or authorize such offer or payment of any money or other consideration to improperly influence or seek to influence any governmental official. In performing Customer’s obligations under this ESA, Customer represents that it is not: (i) a Restricted Party (as defined below); (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions (as defined below) and warrants that it will not make available the Equipment directly or indirectly, to, or for the benefit of, any Restricted Party. 
    “Restricted Party” means any person (a) designated on any Sanctions List, (b) that is, or is part of, a governmental authority of a Sanctioned Territory, (c) owned or controlled by, or acting on behalf of, any of the foregoing, (d) located, organized, or resident in, or operating from, a Sanctioned Territory, or (e) otherwise targeted under any Sanctions. 
     
    “Sanctioned Territory” means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions. 
    “Sanctions” means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where the Equipment is imported or re-exported. 

    
    

19. SEVERABILITY: If any part or parts of this ESA shall be held unenforceable for any reason, the remainder of this ESA shall continue in full force and effect. If any provision of this ESA is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited. 

    
    

20. GOVERNING LAW, DISPUTE RESOLUTION: Any dispute relating to this ESA (a "Dispute") will be resolved through binding arbitration according to the then-current Commercial Arbitration Rules of the American Arbitration Association (the "AAA Rules"). The existence, content (including all documents and materials submitted to the arbitrators), and results of any arbitration shall be deemed Confidential Information. The arbitrator will be a neutral practicing attorney or retired judge with experience in similar cases and appointed in accordance with the AAA Rules. The arbitrator must agree in writing to maintain the confidentiality of the arbitration. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq. The substantially prevailing Party will be entitled to recovery of arbitration expenses (including all costs and reasonable attorney's fees) from the substantially non-prevailing Party. The arbitrator's award will include provisions for this recovery. The arbitrator's award will be binding and final. Any court having jurisdiction may enter judgment upon the award. The arbitration will be conducted in English and held in Vancouver, WA. This ESA is governed by, and the arbitrator will apply, the substantive laws of the State of Washington excluding its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods expressly will not apply to this ESA. 

    
    

21. FORCE MAJEURE. Neither Party shall be held liable if its performance under this ESA is prevented by unforeseeable acts or events beyond the Party's reasonable control, including, but not limited to, acts of God, fire, flood, earthquakes or other catastrophes; strikes or other labor unrest; power failures, global pandemic including but not limited to Covid-19, electrical power surges or current fluctuations; nuclear or other civil or military emergencies; or acts of legislative, judicial, executive, or administrative authorities; or any other circumstances that are not within its reasonable control. In the event of a Force Majeure event, performance shall be excused provided that nothing herein will act to waive Customer’s obligation to timely pay all amounts owed under this ESA. 

    
    
22. HEADINGS, SEVERABILITY, WAIVER: The section headings used in this ESA are for reference and convenience only and shall not affect the interpretation of this ESA. If any portion of this ESA is held to be unenforceable, the Parties hereto shall negotiate in good faith to modify this ESA so as to effect the original intent of the Parties as closely as possible. The waiver by either Party of any right provided under this ESA shall not constitute a subsequent or continuing waiver of such right under this ESA. 

    
    

23. CONSTRUCTION. Each Party has had the opportunity to review this ESA by legal counsel of its choice and this ESA including its terms and conditions is the result of joint negotiation. Any ambiguities in this ESA will not be interpreted or resolved on the basis of which party drafted any portion of this ESA. 

    
    

24. RELATIONSHIP OF PARTIES. Each Party is performing their obligations under this ESA only as an independent contractor. Nothing set forth in this ESA shall be construed to create a partnership, joint venture or the relationship of principal and agent between Customer and RealWear. Neither Party shall act or represent itself, directly or by implication, as an agent of the other Party. 

    
    

25. NO  RELATIONSHIP  FORMED,  ENTIRE  AGREEMENT,  NOTICE,  ASSIGNMENT:  The 

26. REMEDIES: Except as otherwise limited or excluded herein, all remedies in this ESA shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise, and may be enforced concurrently or from time to time. 

26. NOTICES: Notices required to be sent by either Party under this ESA shall be sent by electronic email to the address provided by Customer and in the case of any notice to RealWear, must be emailed to Attn: Legal Department at legal@realwear.com, or any other address RealWear notifies Customer of in writing.