Developer Agreement

REALWEAR, INC. DEVELOPER AGREEMENT

LAST UPDATED: MARCH 2026

THE REALWEAR, INC. DEVELOPER AGREEMENT TERMS AND CONDITIONS GOVERN YOUR PARTICIPATION IN THE REALWEAR DEVELOPER PROGRAM. BY CLICKING ACCEPT YOU AGREE AND CONSENT TO BE BOUND BY THESE TERMS AND CONDITIONS, THE REALWEAR DEVELOPMENT PROGRAM – PROGRAM & POLICY GUIDE (THE "POLICY GUIDE"), AND THE REALWEAR SOFTWARE LICENSE AGREEMENT, INCLUDED AS EXHIBIT A-1 TO THIS DEVELOPER AGREEMENT. IF YOU DO NOT HAVE AUTHORITY TO ENTER INTO THESE AGREEMENTS, OR OTHERWISE DO NOT AGREE TO ALL OF THE TERMS OF THESE AGREEMENTS, YOU WILL PROMPTLY CANCEL THE ORDER. ANY OTHER TERMS, INCLUDING THOSE ON A PURCHASE ORDER NOT PROVIDED BY REALWEAR, IN A VENDOR REGISTRATION APPLICATION, OR PART OF AN RFP, ARE CONSIDERED VOID AND SHALL HAVE NO FORCE AND EFFECT.
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This RealWear, Inc. Developer Agreement and the Policy Guide (the "Agreement") is by and between RealWear, Inc. with its principal place of business at 600 Hathaway Road, Suite 206, Vancouver, WA 98661 ("RealWear"), and the company identified in the account registration process (the "Developer"). This Agreement and the RealWear Software License Agreement attached hereto as Exhibit A-1, and by this reference incorporated herein, are collectively referred to as the "Agreements," and are the only agreements between Developer and RealWear regarding Developer's development of software applications compatible with the RealWear Platform. Developer and RealWear may each be referred to herein individually as, a "Party" and collectively as, the "Parties." The Agreements supersede and replace in their entirety any prior written or oral agreements between the Parties related to the subject matter herein. Any prior agreements are void ab initio and of no effect.

TERMS AND CONDITIONS

1. Definitions

"RealWear Platform" or "Licensor Platform" means the AriOS operating system software developed by or made on behalf of RealWear and separate from the Hardware and RealWear Software.

"Documentation" means the related media, printed materials, online and electronic documentation provided by RealWear for the RealWear Software, including copies.

"Hardware" means the head-mounted assisted reality devices manufactured by RealWear.

"RealWear Software" means any software, library, tool, utility, or other program code, in object (binary) form embedded or pre-installed in the Hardware, including any updates made available to Developer by RealWear.

"RealWear Products" or "Licensor Products" means Hardware, RealWear Software, Documentation, and any associated accessories collectively.

"Technical Assistance" means RealWear Software Documentation, general architectural guidance, design recommendations, best practices, diagrams, concrete examples of how the RealWear Platform is designed to work and similar written or verbal guidance provided by RealWear to Developer that do not include RealWear code or other software. For clarity, Advisory Materials are not software.

2. Materials Provided by RealWear

RealWear may provide Developer Technical Assistance and/or access to RealWear Software and/or Hardware compatibility testing and development labs ("Labs") from time to time (collectively "Materials"). The Developer agrees that all use of such Materials will be in accordance with the Agreements, which are subject to change without prior notice to Developer. Without limiting the foregoing, RealWear may post on the RealWear Developer website ("Site") and/or send an email to the Developer with notices of such changes. It is the Developer's responsibility to review the Site and/or check the Developer email address(es) registered with RealWear for any such notices. The Developer agrees that RealWear shall not be liable to Developer or any third party for any modification or cessation of the Services (as defined below). Developer agrees that when requesting and receiving Technical Assistance, Developer will not provide RealWear with any information, including that incorporated in the Developer software, that is confidential to the Developer or any third party (See Section 12 for greater detail on Confidentiality). Developer agrees that any notice, legend, or label to the contrary contained in any such Materials provided by the Developer to RealWear shall be without effect. RealWear shall be free to use all such information it receives from the Developer in any manner it deems appropriate, subject to any applicable patents or copyrights. RealWear, in its sole discretion, reserves the right to reject a request for access to the Materials at any time. Developer shall be solely responsible for any restoration of lost or altered files, data, programs or other materials provided to RealWear.

3. Price and Terms of Payment

A. The subscription fees for the Services are governed by the Agreements and are at the current price at the time of purchase ("Subscription Fees"). After the end of the Term RealWear may change its prices in its sole discretion.

B. The Subscription Fees are pre-paid annually and are due and payable on each subsequent one year anniversary. Paid Subscription Fees are non-refundable.

4. Compliance with License Agreement

Developer hereby acknowledges and agrees to the RealWear Software License Agreement incorporated herein as Exhibit A-1, and further agrees that it understands the terms and conditions therein, and will at all times comply with said terms and conditions.

5. Developer Restrictions

Developer agrees not to exploit any of the Developer benefits in the Agreements, including but not limited to the Site, Materials, and RealWear events or content provided by RealWear to Developer ("Services"), in any unauthorized way, including but not limited to, trespass, burdening network capacity or using the Services, other than for authorized purposes. Copyright and other intellectual property laws protect the Services, and the Developer agrees to abide by and maintain all notices, license information, and restrictions contained therein. Unless expressly permitted herein or otherwise permitted in a separate agreement between the Parties, the Developer may not modify, publish, network, rent, lease, loan, transmit, sell, participate in the transfer or sale of, reproduce, create derivative works based on, redistribute, perform, display, or in any way exploit any of the Services. The Developer may not decompile, reverse engineer, disassemble, or attempt to derive the source code of any software or security components of any Services (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by any licensing terms accompanying the Materials or Services). Use of the Services to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so, is expressly prohibited. The Developer may not share the Services with any party, except to other employees within Developer's organization, subject to the terms of Section 11.

6. Developer Content License

Subject to the terms and conditions set forth in the Agreements, RealWear grants the Developer a nontransferable license to access and use the Services for authorized purposes only. The Services are licensed, not sold, and RealWear and/or RealWear's licensors reserve all rights not expressly granted to the Developer herein. RealWear retains ownership of all its rights in the Services, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any RealWear intellectual property. The Developer's rights under this license to use and access the Services will terminate automatically without notice from RealWear if the Developer fails to comply with any of the provisions of the Agreements.

7. RealWear Independent Development

Nothing in the Agreements will impair RealWear's right to develop, acquire, license, market, promote or distribute products or technologies that perform the same or similar functions as, or otherwise compete with, any other products or technologies that Developer may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, RealWear will be free to use any information, suggestions or recommendations Developer provides to RealWear pursuant to the Agreements for any purpose, subject to any applicable patents or copyrights.

8. Disclaimer

REALWEAR DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING OR TRADE USAGE, WITH RESPECT TO THE SUBJECT MATTER OF THE AGREEMENTS. REALWEAR SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. REALWEAR DOES NOT WARRANT THAT THE DELIVERABLES OR ANY SERVICES PROVIDED UNDER THE AGREEMENTS WILL MEET DEVELOPER'S REQUIREMENTS, THAT THE OPERATION OF THE DELIVERABLES SHALL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE DELIVERABLES SHALL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY REALWEAR OR ITS EMPLOYEES OR REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF REALWEAR'S OBLIGATIONS HEREIN. REALWEAR CANNOT ENSURE THAT ANY SERVICES THE DEVELOPER MAY ACCESS OR DOWNLOAD WILL BE FREE OF VIRUSES, CONTAMINATION OR DESTRUCTIVE FEATURES. REALWEAR DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO THE DEVELOPER'S USE OF THE SERVICES. THE DEVELOPER ASSUMES TOTAL RESPONSIBILITY AND ALL RISKS FOR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION OBTAINED THEREON. THE DEVELOPER'S SOLE REMEDY AGAINST REALWEAR FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. TO THE EXTENT THAT REALWEAR MAKES ANY PRE-RELEASE OF ANY EXISTING OR NEW SOFTWARE, HARDWARE OR OTHER PRODUCTS, SERVICES OR INFORMATION, THE DEVELOPER UNDERSTANDS THAT REALWEAR IS UNDER NO OBLIGATION TO PROVIDE UPDATES, ENHANCEMENTS, OR CORRECTIONS, OR TO NOTIFY THE DEVELOPER OF ANY NEW OR EXISTING PRODUCT OR SERVICES CHANGES THAT REALWEAR MAY MAKE, OR TO PUBLICLY ANNOUNCE OR INTRODUCE ANY PRODUCT(S) OR SERVICES AT ANY TIME IN THE FUTURE.

9. Third-Party Software and Services

DEVELOPER UNDERSTANDS AND AGREES TO HOLD HARMLESS REALWEAR FOR ANY PERFORMANCE ISSUES OR PROBLEMS RELATED TO OR RESULTING FROM REALWEAR'S USE OF ANY THIRD-PARTY VENDORS' PRODUCTS IN THE PROVISION OF SERVICES OR PERFORMANCE OF WORK UNDER THE AGREEMENTS, INCLUDING BUT NOT LIMITED TO SOFTWARE, HARDWARE, NETWORKING EQUIPMENT, AND TELECOMMUNICATIONS SERVICES. SUCH PERFORMANCE ISSUES OR PROBLEMS INCLUDE BUT ARE NOT LIMITED TO SERVICE INTERRUPTIONS OR DATA LOSS.

10. . No Modification

Developer may not modify RealWear Products without RealWear's prior written consent, which RealWear may grant at its sole discretion, in a separate signed written agreement (an "Addendum"). Such Addendum shall be attached to this Agreement and will set forth the details of any permitted modifications Developer may make to the RealWear Products. For purposes of this Section 10, "modify" shall mean (i) the physical modification of the Hardware or RealWear Product; (ii) any modification or change to the RealWear Software, as defined above; (iii) any changes to RealWear's Marks as they appear on a RealWear Product; or (iv) any other reconfiguration or alteration of the RealWear Product that may affect or alter RealWear Product performance as intended.

11. Term and Termination

A. Term. Unless otherwise terminated by either Party in accordance with Sections 11.B. or 11.C. below, the term of the Agreements will begin the date Developer accepts the terms of the Agreements ("Effective Date") and will continue for one year thereafter (the "Term"). The Agreements will automatically terminate unless Developer makes a payment within thirty (30) days of the end of the Term, in accordance with the Policy Guide then in effect at the end of the Term.

B. Termination for Convenience. Either Party may terminate the Agreements for convenience and without cause by giving the other Party at least thirty (30) days' written notice.

C. Termination for Cause. RealWear may immediately terminate the Agreements upon written notice to Developer if: (i) Developer breaches any part of the Agreements, including the failure to comply with the terms of the Policy Guide, and does not cure such breach within sixty (60) days of receipt of RealWear's notice of the breach, and RealWear has not otherwise waived its rights herein in response to such breach and failure to timely cure such breach; (ii) Developer attempts to assign or delegate any interest or obligation in the Agreements, except as otherwise stated in Section 16.G. herein (which assignment or delegation will be null and void); or (iii) Developer fails for any reason to function in the ordinary course of business. Developer may terminate the Agreements immediately upon notice to RealWear if (i) RealWear breaches any part of the Agreement and does not cure its breach within sixty (60) days of receipt of Developer's notice of the breach or (ii) RealWear fails for any reason to function in the ordinary course of business.

12. Confidentiality

A. 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. For purposes of the Agreements, "Confidential Information" will include but shall not be limited to, the following:

(a) Joint venture structures, business methods, business plans, business records, business models, marketing techniques, marketing materials, price lists, pricing policies, plans for products and services, and strategic plans;

(b) RealWear's marketing plans and strategies, RealWear's plans for new product development, RealWear's technical designs, and information relating to RealWear's financial status;

(c) Information about costs, profits, markets, sales, contracts, lists of clients or potential clients, names and contact information for third party introductions, employees, suppliers, and Developers;

(d) Any third-party information that is subject to confidentiality restrictions between Discloser and the third party;

(e) Contracts, formulas, processes, procedures, protocols, training manuals, trade secrets, computer programs, software, inventions, innovations, improvements, data, know-how and all other intellectual property;

(f) Forecasts, unpublished financial information, budgets, and projections;

(g) Any or all other information which may be disclosed by the Disclosing Party to the Recipient in accordance with the Agreements at any time after execution of the Agreements, and which if misused or disclosed, could reasonably be expected to adversely affect the Disclosing Party's business; and

(h) Any and all information received by RealWear from Company and its employees, officers, and contractors in the form of feedback related to a RealWear Product either verbally or in writing, including but not limited to feedback related to product design, form, function, features, product roadmap and the like shall be deemed to be the Confidential Information of RealWear.

Confidential Information includes discussions and communications, whether oral or written, between the Parties prior to the execution of the Agreements. This definition will not limit any definition of "confidential information," "trade secrets" or any equivalent term under applicable state or federal law. Nothing in the Agreements obligates the Disclosing Party to make any particular disclosure of information.

B. 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 the Agreements. Recipient will not reverse engineer, tear down, or disassemble any Hardware or reverse engineer, extract, or decompile any RealWear Software, or otherwise attempt to derive or discover any Confidential Information from any Hardware or RealWear Software. Developer will not publish or publicly disseminate any performance testing results or benchmarking studies of any RealWear Product without first providing them to RealWear for review and receipt of prior written approval by RealWear, which RealWear may grant or withhold at its 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 the Agreements. 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 the Agreements obligates either Party to disclose Confidential Information or forms any joint venture or other relationship.

C. 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 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 the Agreements, 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.

D. Loss or Misuse of Confidential Information. Recipient will keep a record of the location of the Confidential Information and will notify Disclosing Party immediately of any loss, misuse or misappropriation of the Confidential Information. Recipient agrees to exercise reasonable care with regard to the maintenance of its computer security, anti-virus, and firewall systems in order to prevent inadvertent electronic disclosure of Confidential Information to any third party.

13. . Indemnification

A. RealWear Indemnification. This is Developer's exclusive remedy for any IP Claim. Nothing in the Agreement or elsewhere will require RealWear to provide any greater indemnity.

(i) Indemnification. If a third party asserts a claim against Developer alleging that a RealWear Product infringes or misappropriates any patent, copyright, or trade secret belonging to that third party (an "IP Claim"), and Developer gives RealWear prompt written notice of the details of the IP Claim, then RealWear will defend Developer against the IP Claim and pay all damages that a court finally awards. RealWear may also, at its option, a) obtain for Developer a license to continue to use the RealWear Product; b) replace the RealWear Product with a non-infringing equivalent; or c) refund to Developer the amount it paid for the RealWear Product.

(ii) Limitations. RealWear will have no obligation for any IP Claim that arises in whole or in part from any: a) modification to a RealWear Product not made by RealWear; b) combination of a RealWear Product with any other third-party hardware, software, or other product not provided by RealWear or that is not certified by RealWear as an authorized RealWear Product; or c) the failure of a customer end user to timely install any RealWear Software update made available by RealWear. Developer will indemnify and hold harmless RealWear from all costs, expenses and damages due to such resulting IP Claim.

(iii) Control of Defense. Developer agrees that RealWear will have sole control of the defense and Developer will, at RealWear's cost, provide RealWear with all reasonable assistance in the defense. However, Developer may object to RealWear's election to control the defense by notifying RealWear of such objection if Developer reasonably determines that the third-party claim may result in non-monetary damages that may materially and adversely affect Developer. If Developer objects to RealWear's election to assume the defense as outlined above, Developer shall have the right to undertake the defense of such claim at the expense and for the account of RealWear. RealWear shall not, without the prior written consent of Developer (which consent shall not be unreasonably withheld, delayed, or conditioned), consent to any admission or the entry of any judgment with respect to the matter, or enter into any settlement which (a) imposes anything other than monetary damages fully indemnified by RealWear, including the imposition of an injunction or other equitable relief upon Developer, (b) does not include an unconditional provision whereby the plaintiff or claimant in the matter completely and unconditionally releases Developer from all liability with respect to such matter, without prejudice, or (c) would result in the finding or admission of any violation of law.

B. Developer agrees to indemnify and hold harmless RealWear against all losses, damages, claims or expenses (including attorney fees) incurred or suffered as a result of Developer's breach of the Agreements.

14. Exclusion of Certain Damages, Limitation of Liability, Assistance with Defense

A. Exclusion of Certain Damages. EXCEPT AS IT RELATES TO A BREACH OF SECTIONS 9, 10, 12 AND 13.A., NEITHER PARTY WILL BE LIABLE FOR ANY LOST REVENUE, INCOME, PROFIT, OR SAVINGS; LOST OR CORRUPTED DATA OR SOFTWARE; LOST BUSINESS OPPORTUNITY; PROCUREMENT OF SUBSTITUTE PRODUCTS OR ANY OTHER INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENTS OR THE REALWEAR PRODUCTS.

B. Limitation of Liability. EXCEPT AS IT RELATES TO DAMAGES INCURRED DUE TO A PARTY'S BREACH OF SECTIONS 9, 10, 12 AND 13.A., A PARTY'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENTS OR THE REALWEAR PRODUCTS WILL NOT EXCEED THE TOTAL AMOUNT PURCHASED BY DEVELOPER FROM REALWEAR DURING THE PRIOR 12 MONTHS OF THE AGREEMENTS.

C. Application of Limitations. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THE AGREEMENTS APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION DEVELOPER PAID TO REALWEAR UNDER THE AGREEMENTS AND WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF REALWEAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. PROVIDED HOWEVER THAT THE LIMITATIONS STATED HEREIN SHALL NOT APPLY TO A BREACH OF SECTIONS 9, 10, 12 AND 13.A. OF THE AGREEMENTS.

15. Governing Law, Dispute Resolution

Any dispute relating to the Agreement ("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. The Agreements are 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 the Agreements.

16. Additional Terms

A. Change to RealWear Products. RealWear may make improvements or other changes to RealWear Products at any time.

B. Changes to Terms. RealWear may modify the terms of this Agreement upon reasonable advance notice to Developer at any time during the term of the Agreement by sending an email to the email address provided by Developer. If RealWear makes changes to the terms that materially affect or change Developer's rights, Developer will be provided with at least 30 days' advance notice of the changes by email as required herein.

C. Force Majeure. Neither RealWear nor Developer shall be held liable if its performance under the Agreement 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 Developer's obligation to timely pay all amounts owed to RealWear under the Agreements.

D. Headings, Severability, Waiver. The Section headings used in the Agreements are for reference and convenience only and shall not affect the interpretation of the Agreements. If any portion of the Agreements is held to be unenforceable, the Parties hereto shall negotiate in good faith to modify the Agreements so as to effect the original intent of the Parties as closely as possible. The waiver by either Party of any right provided under the Agreements shall not constitute a subsequent or continuing waiver of such right under the Agreements.

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

F. Relationship of Parties. Each Party is performing their obligations under the Agreements only as an independent contractor. Nothing set forth in the Agreements shall be construed to create a partnership, joint venture or the relationship of principal and agent between Developer and RealWear. Neither Party shall act or represent itself, directly or by implication, as an agent of the other Party.

G. No Relationship Formed, Entire Agreement. The relationship between RealWear and Developer is one of vendor and vendee, and the Agreements do not form any other relationship between the Parties. This relationship is personal to Developer and the Agreements may not be assigned without RealWear's prior written consent. However, nothing herein will prevent Developer from assigning its rights under the Agreements in the event that Developer sells all or substantially all of its assets or more than 50% of its equity ownership interest, provided that the assignee or acquirer does not operate in a business that competes with RealWear, and further provided that assignee or acquiror agrees to be bound by all the terms and conditions of the Agreements without revision or modification, all with the express written consent of RealWear, which such consent will not be unreasonably withheld. RealWear reserves the right in its sole discretion to assign its rights and obligations under the Agreements.

H. Remedies. Except as otherwise limited or excluded herein, all remedies in the Agreements 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.

I. Notices. Notices required to be sent by either Party under the Agreements shall be sent by electronic mail to the address provided by Developer below 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 Developer of in writing.