Terms of Sale
Date of last revision: Tuesday, December 10, 2019
IMPORTANT: PLEASE READ THESE TERMS OF SALE (“TERMS”) CAREFULLY BEFORE PURCHASING ITEMS FROM MAGIC LEAP. BY PLACING AN ORDER, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS, INCLUDING OUR RETURN AND WARRANTY POLICIES, AND THE AGREEMENTS AND POLICIES REFERENCED HEREIN. IF YOU DON’T AGREE WITH OUR TERMS, YOU MAY NOT PLACE AN ORDER. BY PLACING AN ORDER, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS WITH US. IF YOU PLACE AN ORDER ON BEHALF OF AN ENTITY, YOU FURTHER REPRESENT THAT SUCH ENTITY IS A VALID LEGAL ENTITY IN THE JURISDICTION IN WHICH IT WAS FORMED, AND THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF YOUR ENTITY AND BIND SUCH ENTITY TO THESE TERMS.
These terms govern your purchase, whether on your own behalf or on behalf of an entity, of Magic Leap devices and other products manufactured by Magic Leap (collectively, “Magic Leap Products”), as well as any associated services or offerings, and/or any third-party products offered for sale by Magic Leap (such services and third-party products together with the Magic Leap Products, “Items”) from Magic Leap. Any quote, order, invoice, confirmation, other documentation and/or related terms and conditions issued or presented by you in connection with the sale of Items (whether before or after you agree to these terms, and whether in an invoice, purchase order, online portal or otherwise) shall be of no force or effect and shall be void and cancelled.
Magic Leap is based in the U.S., but is excited to welcome (with a special “cheers,” “bonjour,” and “guten tag”) residents of jurisdictions where we make Items available for commercial sale (our “International Friends”). Your particular country or jurisdiction may have enacted certain laws, statutes and other legislation that apply to your order and which cannot be derogated from by contract. We want to be crystal clear — nothing in these terms will affect your legal rights under the laws applicable in your country or jurisdiction. We’ve noted below where our International Friends may be entitled to different or additional terms based on applicable laws (referred to as the “special terms” throughout these terms and in our other agreements for our platform). You can find the special terms that may apply to our International Friends at the end of these terms.
If you are purchasing on behalf of an entity, we may ask you to provide additional information about your entity (such as its full and complete legal name, as well as any commonly used d/b/a or trade names) prior to accepting your order.
Your purchase and use of Items may be subject to additional terms and conditions applicable to those Items, which may include Magic Leap’s Account Terms and Conditions (the “Account Terms”) and Lumin Software End User License Agreement (“EULA”). Before you use a Magic Leap device, you agree to carefully read (and to instruct your users to carefully read, as applicable) our Quick Start Guide and Safety Guide and comply with the instructions provided therein. When you purchase third-party Items from us, your purchase and use of such third-party Items may also be subject to (and you agree to comply with) the applicable terms and conditions, agreements, and policies offered by that third party. Additional terms and conditions for Items you may have purchased other than physical goods (i.e. our service plans) are set forth in Appendix 1 below.
If you are an entity, you agree that you are liable for the acts and omissions of your employees, contractors or any other individuals that you authorize to use Items purchased by you under these terms (your “users”) and their compliance with the Account Terms, EULA and any other agreements and policies that may govern the use of Magic Leap’s spatial computing platform (collectively, our “User Terms”). In the event of a dispute, Magic Leap will bring claims under any User Terms against you as an entity (and not against your individual users) unless we deem it necessary in our sole discretion to preserve or pursue a claim or action.
You may use only valid payment methods acceptable to us to make your purchase (e.g., accepted credit cards, electronic funds transfer or other accepted payment method). When you place an order, you authorize us to charge or otherwise initiate (or you agree to initiate, as required) payment via the designated payment method you have chosen for the total amount of your order, including any applicable taxes and other charges. If your payment method can’t be verified, is invalid, or is otherwise unacceptable, your order may be suspended or cancelled.
If you are an entity, we may elect (subject to your creditworthiness, as determined by us in our sole discretion) to offer you the option to pay for the Items in your order within a specified number of days from date of invoice for such Items. Extensions of credit or post-delivery payment are not available to sole-proprietors or individual consumers, or to purchasers who elect to pay by credit card.
Cancellations and Refunds
We reserve the right to cancel your order, including after you have been billed (if, for example, your Items are out of stock). If we cancel your order after you have been billed, we’ll provide you a full refund of your billed amount for Items we do not ship or deliver. We also reserve the right to reduce the number of Items in any order and reject all or part of any order.
Pricing and Taxes
All prices are as indicated in the order confirmation email we send you after you buy your Items. Prices for the Items may be shown in U.S. dollars or in the currency of another jurisdiction where we make Items available for sale. We might change the prices for Items we offer for sale, but if we do, that change will not apply to an order you have already placed. Prices may not include applicable taxes or other charges payable in connection with your purchase, unless required by applicable law. You are responsible for any sales, use, value-added, or other governmental taxes, fees, or duties due with respect to your purchase and use of the Items. When we have a duty to collect applicable taxes, we will present an estimate of such taxes to be collected at the checkout point, except where we have clearly stated that a price includes such taxes. The actual taxes charged and collected may differ from the amount shown at checkout. For our International Friends, depending on your jurisdiction, special terms may apply to the taxes and fees that are payable by you in connection with your purchase of Items.
Shipping and Delivery
We will use commercially reasonable efforts to ship or deliver orders (for in-stock Items) to your specified shipping address within the delivery estimate we provide to you, but note that delivery periods are not guaranteed. We reserve the right to extend the delivery period beyond the original delivery estimate provided if necessary. If you are located in the United States, it may take us up to 10 days to ship your Magic Leap Products to you, and two months to ship all other Items in your order to you. If you are located in one of the other jurisdictions where we make Items available for commercial sale, shipment may take up to two months.
You agree to pay any delivery or shipping and handling charges shown or communicated to you at the time you confirm your purchase. These charges are subject to change at any time, but we’ll let you know of applicable changes before you make your purchase. Risk of loss or damage to an Item passes to you upon delivery of that Item to your specified shipping address. Title to an Item also passes to you upon delivery of that Item to your specified shipping address, provided that you have fully paid us for such Item. If an Item is not fully paid for upon its delivery to you, title of that Item remains with us and we have the right to retake possession of it (at your expense) until you fully pay for it. For our International Friends, depending on your jurisdiction, special terms may apply to the delivery of your Items.
We try to be as accurate as possible, but mistakes happen—we don’t warrant that all Item descriptions, photographs, pricing and other information we provide are accurate, complete, current or error-free. If there are errors, we reserve the right to correct them and revise your order accordingly (which includes charging you the correct price for your Items or cancelling your order and refunding you any amount charged).
Returns and Limited Warranty
We accept returns, exchanges, and requests for repairs for physical Items in accordance with our Return and Warranty Policies, which are hereby incorporated by reference into these terms. If your purchase includes an Extended Warranty Policy, it is subject to that policy. Full disclosure: we make no warranty with respect to any third-party Items (including their compatibility with Magic Leap Products), unless an Item description expressly says otherwise. If you purchase a third-party Item, you may return that third-party Item to us in accordance with our Return Policy, but for warranty claims on third-party Items, please refer to the warranty policy and any other materials provided by that third party. For our International Friends, depending on your jurisdiction, you may have additional legal protections as set out under our special terms.
Not for Resale
Your purchase is just for you or your users. Except as permitted pursuant to a separate authorized resale program, you may not buy any Item for the purpose of reselling it to any third party. We reserve the right to refuse or cancel any Items you bought (or attempted to buy) that we suspect or determine you are buying to resell without authorization.
All Items are subject to import and export laws and regulations in the United States and elsewhere. You agree to buy, sell, export, re-export, transfer, and use any Items in compliance with these import and export laws and regulations, including laws and regulations that place restrictions on destinations, users, and end use. Further, you represent and warrant that you (a) are not located in a country that is subject to US Government sanctions or has been designated by the US Government as a “terrorist supporting” country, and (b) have not been identified as a sanctioned party by the US Office of Foreign Assets Control or any other applicable sanctions or denied persons list by any other applicable government agency. You will not purchase or use an Item if any applicable laws in your country prohibit you from doing so in accordance with these terms.
Limitation of Liability
We’ve said it before, we say it below, and we’ll say it again here one more time for good measure — nothing in this section will limit or exclude liability that cannot be limited or excluded under applicable law. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY WILL (A) MAGIC LEAP OR OUR LICENSORS BE LIABLE TO YOU, YOUR USERS OR ANY THIRD PARTY FOR ANY DAMAGES, COSTS, OR LIABILITIES ARISING FROM OR RELATED TO THE PURCHASE OR SALE OF ANY ITEM OR THESE TERMS, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR EXPENSES OR BUSINESS INTERRUPTION; PROPERTY DAMAGE; ATTORNEYS’ FEES; LOSS OF PROFITS, USE, REVENUE, OR GOODWILL; OR VALUE OF ASSETS OR SECURITIES), EVEN IF MAGIC LEAP HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) MAGIC LEAP’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE PURCHASE AND SALE OF AN ITEM EXCEED THE AMOUNT YOU PAID MAGIC LEAP FOR SUCH ITEM.
THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MAGIC LEAP. THE FOREGOING CAP ON LIABILITY WILL NOT APPLY TO LIABILITY OF MAGIC LEAP FOR (A) DEATH, PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY OR PROXIMATELY CAUSED BY THE ITEM YOU PURCHASED FROM MAGIC LEAP; OR (B) ANY DAMAGES CAUSED BY MAGIC LEAP’S FRAUD OR FRAUDULENT MISREPRESENTATION, INTENTIONAL MISCONDUCT, OR GROSS NEGLIGENCE OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
These terms and our relationship are governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. We hope this never happens, but if either of us has a claim against the other, we both agree that all claims and disputes arising out of or relating to these terms will be litigated exclusively in the state or federal courts located in Santa Clara County, California. For our International Friends, please see the governing law and dispute resolution provisions in the special terms below.
Any delay or failure by us to exercise or enforce any right or provision of these terms will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is in writing, signed by us. No waiver of any breach or default in one instance will constitute a waiver of any subsequent breach or default. If any provision or part of a provision of these terms is determined to be illegal, invalid, or unenforceable, the validity of the remaining provisions will not be affected and will be enforced to the fullest extent of applicable law. These terms (including the Return and Warranty policies incorporated into these terms) contain the entire agreement between you and Magic Leap regarding your purchase of any Item from Magic Leap and supersede any prior representation or agreement, oral or written, except for territories identified in our special terms directly below.
Special Terms and Conditions for International Jurisdictions
Hey, International Friends! The special terms below set forth additional rights and supplemental terms that may apply to your purchase. If there is a provision in our above terms that is inconsistent with these special terms, the applicable special terms for your jurisdiction will apply.
General. The following special terms apply to all residents of the United Kingdom (“UK”) or the European Union (“EU Customers”):
Prices for EU Customers will be inclusive of VAT and customs duties and other charges including delivery and shipping costs.
The laws of the State of California will continue to apply to our relationship, subject to any applicable mandatory local law. You may bring a legal action relating to these terms or your relationship with Magic Leap in either the state or federal courts located in Santa Clara County, California or in the courts located in your country of residence. In other words, the choice of where to bring your action is up to you.
If you are not happy with the way Magic Leap deals with any disagreement in connection with these terms we may collectively agree to refer the matter to a form of dispute resolution, but neither of us are restricted from bringing court proceedings. The European Commission provides for an online dispute resolution platform, which you can access here: http://ec.europa.eu/consumers/odr/. If you would like to bring a matter to our attention, please email firstname.lastname@example.org.
France. If you are an EU Customer who is a resident of France and qualify as a consumer (i.e., you are a natural person who enters into this Agreement for purposes that predominantly are outside your trade, business or profession), the following special terms also apply:
Pursuant to Article L. 213-1 of the French Consumer Code, you are entitled to request access to all agreements entered into with you for a value of €120 or more. Your right to access such agreements may be exercised at any time by contacting email@example.com.
With respect to any Items you have purchased from Magic Leap, you may benefit from the statutory warranty of conformity and the statutory warranty against latent defects regarding such Items. Please refer to the special terms in our Return and Warranty Policies for details.
Germany. If you are an EU Customer who is a resident of Germany and qualify as a consumer (i.e., you are a natural person who enters into this Agreement for purposes that predominantly are outside your trade, business or profession), the following special terms also apply:
The section “LIMITATION OF LIABILITY” will be replaced by the following clauses:
No provision of these terms should be understood as a promise of a guarantee, except where specifically named as such.
In cases of slight negligence, we will not be liable in case of a breach of non-material contractual obligations. Our liability in the event of gross negligence or negligence will be limited to typical foreseeable damages. This limitation does not apply to the extent damages have been caused by our managing employees or legal representatives.
Our liability for intentional acts and gross negligence, for claims under the German Product Liability Act (in the case of fraudulent concealment of defects or a guarantee in respect to characteristics), and for damages to life, body or health shall remain unaffected and will be determined exclusively in accordance with statutory law.
Please note that according to Sect. 36 (1) VSGB (German Consumer Dispute Settlement Act), we are not obliged nor willing to participate in dispute settlement proceedings before a consumer arbitration board.
Italy. If you are an EU Customer who is a resident of Italy and qualify as a consumer (i.e., you are a natural person who enters into this Agreement for purposes that predominantly are outside your trade, business or profession), the following special terms also apply:
- Any and all warranty rights referred to in these Terms of Sale is in addition to the statutory rights and remedies available to you under Part IV, Title III, Chapter I of the Italian Legislative Decree no. 206 of September 6, 2005 (see Articles 128 et seq.).
Spain. If you are an EU Customer who is a resident of Spain and qualify as a consumer (i.e., you are a natural person who enters into this Agreement for purposes that predominantly are outside your trade, business or profession), the following special terms also apply:
- Notwithstanding the WARRANTY AND DISCLAIMER OF LIABILITY section, please note that (a) we do not limit our liability in the event of product liability for defective products pursuant to Articles 128 to 134 of the Spanish Customers Protection Act, and (b) as set forth in Article 123 of the Spanish Customers Protection Act, you have two years from the delivery of a product to obtain a repair or replacement of a product in such case.
U.K.. If you are an EU Customer who is a resident of the UK and qualify as a consumer (i.e., you are a natural person who enters into this Agreement for purposes that predominantly are outside your trade, business or profession), the following special terms also apply:
- Magic Leap does not limit or exclude any liability for defective products under the Consumer Protection Act 1987.
Appendix 1 – Additional Terms for Service Plans
General. We don’t want you to have a problem with your Magic Leap device, but if you do, RapidReplace is an optional service plan we offer for issues that are covered by our Limited Warranty or Extended Warranty, as applicable, that may allow you to obtain a replacement Magic Leap device super fast under certain circumstances.
How it works. If you think your Magic Leap device has an in-warranty issue, contact our Customer Care team. Our Customer Care team will ask you some questions about the issue and, if we make an initial determination that your Magic Leap device may have an in-warranty issue, Customer Care will offer you the option to activate your RapidReplace. If you do request to activate RapidReplace, Customer Care will send you a replacement device (which may be in new or refurbished condition) on an expedited basis (the “Replacement Device”). Our Customer Care team may require a payment method for the purpose of placing a payment card hold on the designated payment method you provide to Magic Leap for the Replacement Device. Upon receipt of your original Magic Leap device, we will inspect it and make a final determination as to whether the issue is in-warranty or out-of-warranty. Our Customer Care team will advise you of our findings and your options. If the issue with your Magic Leap device is in-warranty, you get to keep the Replacement Device with no additional charge. If the issue with your Magic Leap device is out-of-warranty, we will tell you how to return the Replacement Device (including the time frame for return) and/or can give you a quote for repairs to your Magic Leap device (including the estimated time frame for repairs).
Payment Hold. If our Customer Care team required a payment card hold and you provided a designated payment method, then you authorize Magic Leap to charge your designated payment method in the event that (i) your original Magic Leap device had an out-of-warranty issue, and you fail to return the Replacement Device within the period of time provided by Magic Leap; or (ii) you authorize Magic Leap to repair or replace your original Magic Leap device within the time period we provide you. The amount that may be charged to your designated payment method may include up to the full replacement value of the Replacement Device.
Once Per Year. You are entitled to one RapidReplace per year during your RapidReplace coverage period. If you purchase two years of RapidReplace coverage, you are entitled to one RapidReplace per year. Please keep in mind that if you don’t use RapidReplace during the first year of your coverage, your right to use it expires (you can’t save it for your second year).
Enterprise Services & Solutions
General. Use of certain Magic Leap services and solutions for enterprise customers, including Device Manager and enterprise support, is subject to Magic Leap’s Enterprise Services Agreement.
Magic Leap, Inc., 7500 West Sunrise Blvd., Plantation, FL 33322, United States of America. 1-833-456-MAGIC (833-456-2442)