This Even Realities Developer Network (the "ERDN Program") Membership Terms and Conditions (the "Agreement") is entered into between Hong Kong Even Realities Limited ("Even Realities") and the individual who applies for, is accepted into, is invited by Even Realities to participate in, or participates in the ERDN Program (the "ERDN Member"). Even Realities and the ERDN Member are each a "Party" and together the "Parties."
WHEREAS, Even Realities operates the Even Realities Developer Network to support developers, XR professionals, and advanced product users who contribute to the Even Realities ecosystem; and
WHEREAS, the ERDN Member wishes to participate in the ERDN subject to this Agreement and the applicable Program Rules;
NOW, THEREFORE, by clicking to accept this Agreement, the Parties agree as follows:
1. The ERDN
1.1 The Even Realities Developer Network ("ERDN") is a selected community of developers, XR professionals, and advanced Even Realities product users who build for, contribute to, or support the Even Realities ecosystem.
1.2 Even Realities may invite or accept the individual as an ERDN Member on a personal, non-exclusive, non-transferable, and revocable basis. Membership does not create a right to remain in the ERDN or to be appointed as an Even Realities Ambassador.
1.3 Even Realities may periodically review membership based on application quality, community participation, sustained engagement, professional conduct, and other criteria set out in the Program Rules.
1.4 Eligibility. The ERDN Member represents and warrants that the ERDN Member is an individual who is at least eighteen (18) years of age, or the age of legal majority in the ERDN Member's jurisdiction if higher, and has full legal capacity to enter into this Agreement. The ERDN Member is not located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive sanctions, and is not a sanctioned person.
2. Membership Benefits
2.1 Subject to availability and eligibility, Even Realities may offer the ERDN Member priority developer support, an ERDN badge, private community channels, roundtables, product feedback sessions, Beta Access, event invitations, developer spotlights, merchandise, and introductions to potential enterprise or commercial opportunities.
2.2 Membership benefits are discretionary and may be changed, suspended, or discontinued by Even Realities. Even Realities does not guarantee response times, product access, referrals, commercial work, compensation, publicity, performance-based incentives, or any minimum level of benefits.
2.3 Performance Incentives. Even Realities may from time to time offer performance-based incentive programs for eligible ERDN Members whose published applications or projects contribute to the Even Realities ecosystem (each, an "Incentive Program"). Participation in an Incentive Program is discretionary, subject to the applicable provisions of this Agreement, and does not guarantee any minimum incentive, continued eligibility, or future participation. The form, timing, evaluation criteria, and amount of any incentive will be determined by Even Realities based on the applicable project, application performance, program objectives, and other factors stated in or applied under this Agreement. Even Realities may modify, suspend, or discontinue any Incentive Program in accordance with this Agreement.
3. ERDN Member Responsibilities
The ERDN Member shall:
(a) provide accurate application and profile information;
(b) act professionally, respectfully, and lawfully, and comply with the Program Rules;
(c) make only truthful statements based on genuine experience and not misrepresent Even Realities, its products, or the ERDN Member's relationship with Even Realities;
(d) clearly disclose gifted products, payments, special access, or other material connections when required by applicable advertising, endorsement, consumer-protection, or platform rules;
(e) protect Confidential Information and comply with applicable embargoes, security instructions, developer terms, and beta-testing requirements;
(f) not bind Even Realities, incur obligations on behalf of Even Realities, or represent that the ERDN Member is an employee, agent, authorized spokesperson, or Ambassador of Even Realities unless separately appointed in writing; and
(g) obtain all permissions and consents required for any third-party materials or personal data submitted through the ERDN.
(h) if participating in a Special Program, comply with the applicable eligibility, reporting, tax, payment, compliance, and conduct requirements for that Special Program as set out in this Agreement and the Program Rules.
(i) during the Exclusivity Period, not participate in any Restricted Program operated, sponsored, or materially supported by a Restricted Brand without Even Realities’ prior written consent.
For purposes of this Section:
(i) “Exclusivity Period” means the period during which the ERDN Member participates in the ERDN Program and the two-month period immediately following the termination or expiration of the ERDN Member’s membership; provided that the post-termination or post-expiration portion of the Exclusivity Period will not apply if (a) Even Realities terminates or elects not to renew the ERDN Member’s membership for any reason other than the ERDN Member’s material breach of this Agreement or the Program Rules, or (b) the ERDN Member terminates its membership as a result of Even Realities’ material breach of this Agreement.
(ii) “Restricted Brand” means each of MemoMind, Halliday, Nimo, RayNeo, and Sharge, together with their respective controlled affiliates, in each case to the extent that such brand or affiliate develops or markets smart glasses, augmented-reality eyewear, or another wearable display product that materially competes with an Even Realities product. Even Realities may add a company or brand as a Restricted Brand upon written notice to the ERDN Member. Any such addition will not extend or expand any post-termination restriction that has already commenced unless the ERDN Member expressly agrees otherwise in writing.
(iii) “Restricted Program” means an invitation-only or selectively admitted developer network, developer grant, pitch or incubation program, ambassador program, advisory program, launch-partner program, private beta program, or substantially similar initiative through which a Restricted Brand provides money, free or discounted products, privileged technical access, promotional support, or another material benefit in exchange for application development, product endorsement, promotional activity, product feedback, or public association with the Restricted Brand.
For clarity, this Section does not prohibit the ERDN Member from:
- maintaining an ordinary public developer account;
- using publicly available software development kits, APIs, documentation, or products;
- attending a conference, hackathon, or other event generally open to the public; or
- continuing an engagement disclosed to and approved in writing by Even Realities before the ERDN Member joins the ERDN Program.
Even Realities may grant or withhold consent under this Section based on the potential conflict with the ERDN Program, protection of Confidential Information, competitive sensitivity, or the ERDN Member’s commitments to Even Realities. Any restriction under this Section applies only to the maximum extent permitted by applicable law.
4. Program Rules
4.1 "Program Rules" means the then-current eligibility criteria, participation requirements, community standards, brand and badge guidelines, beta-testing and security instructions, event rules, and other written policies made available through the Even Hub, ERDN program, email, or another channel designated by Even Realities.
4.2 Even Realities may establish, interpret, and enforce the Program Rules and determine membership eligibility, access, tier, benefits, and badge use, in each case subject to applicable law and this Agreement.
4.3 Even Realities may update the Program Rules prospectively by providing reasonable notice in accordance with Section 12.1. If an update materially increases the ERDN Member's obligations or materially expands Even Realities' rights in ERDN Member Materials, the ERDN Member may decline the update by withdrawing from the relevant Program before the update takes effect.
4.4 Even Realities may require corrective action, remove access or benefits, suspend the ERDN Member, or terminate membership for non-compliance. Even Realities shall not be required to disclose confidential internal selection or enforcement information.
4.5 Special Programs. Even Realities may from time to time offer additional initiatives, tracks, or special programs in connection with the ERDN Program, including without limitation the Developer Grant Program and the ERDN Developer Credit Program (each, a "Special Program"). Participation in a Special Program may be subject to additional eligibility criteria, application or invitation requirements, deliverables, benefits, incentives, and separate written terms and conditions (the "Special Program Terms").
If there is any conflict between this Agreement and the applicable Special Program Terms, the Special Program Terms will prevail solely with respect to participation in, and the specific grants, devices, benefits, incentives, deliverables, or other requirements of, that Special Program. This Agreement will continue to govern the ERDN Member's ERDN membership, membership status, and general participation in the ERDN Program, unless the applicable Special Program Terms expressly state that they amend or supersede a specified provision of this Agreement.
4.6 ERDN Developer Credit Program. Even Realities may operate the ERDN Developer Credit Program as a Special Program that offers eligible participating ERDN Members discretionary, performance-based incentives for qualifying applications published through Even Hub. The Credit Program does not have separate Special Program Terms; its terms are set out in this Agreement and the Program Rules. Even Realities will determine eligibility, measurement periods, performance metrics, incentive allocation, and other program parameters based on the applicable project, application performance, and program circumstances, as further described in this Agreement and the Program Rules. The Credit Program does not guarantee any minimum incentive, revenue share, or continued program availability, and is separate from general ERDN membership benefits, affiliate commissions, and fees payable under a statement of work or other project-specific engagement.
5. Intellectual Property
5.1 Each Party retains ownership of its pre-existing and independently developed technology, trademarks, content, and other intellectual property. Membership does not transfer ownership of such intellectual property.
5.2 Developer Projects. As between the Parties, the ERDN Member retains ownership of the ERDN Member's applications, code, tools, documentation, and other developer projects, subject to Even Realities' ownership of its products, SDKs, APIs, documentation, trademarks, and other materials, and subject to any applicable developer or platform terms and any SOW.
5.3 ERDN Member Materials. "ERDN Member Materials" means profile information, application descriptions, screenshots, feedback, posts, tutorials, or other materials that the ERDN Member voluntarily submits to the ERDN. The ERDN Member grants Even Realities and its affiliates a worldwide, non-exclusive, royalty-free license to host, reproduce, format, display, and distribute the ERDN Member Materials solely as reasonably necessary to operate the ERDN, provide support, administer events, and display the ERDN Member's ERDN profile or an approved developer spotlight. This license ends when the relevant material is removed or membership terminates, subject to reasonable backups and previously published spotlight or event records. Even Realities shall obtain separate permission before using the ERDN Member's name, image, likeness, voice, or materials in paid advertising or an Ambassador campaign.
5.4 Feedback. The ERDN Member may submit suggestions, ideas, comments, bug reports, or other feedback regarding the ERDN, the Products, or Beta Materials. The ERDN Member grants Even Realities a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, adapt, publish, and otherwise exploit such feedback for any lawful purpose without restriction or compensation. If the ERDN Member submits feedback anonymously, Even Realities shall not publicly identify the ERDN Member as its source, except as required by applicable law or as reasonably necessary to enforce or protect legal rights.
5.5 ERDN Badge. While membership remains active, Even Realities grants the ERDN Member a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to use the designated ERDN badge and approved Even Realities marks solely to identify current ERDN membership in accordance with the Program Rules. The ERDN Member shall not modify or register such marks and shall cease using them promptly upon request or termination.
5.6 The ERDN Member represents and warrants that the ERDN Member has all rights necessary to submit and license the ERDN Member Materials and that their authorized use will not infringe any third-party right.
5.7 Publicity Authorization. The ERDN Member authorizes Even Realities and its affiliates, agencies, production vendors, and service providers to photograph, film, and record the ERDN Member in connection with ERDN activities and to use the ERDN Member's name, approved biography, image, likeness, voice, social handle, statements, and performance (together, "Persona") with ERDN Member Materials for the purposes, media, territories, and periods set out in the Program Rules and otherwise permitted under this Section 5.
6. Confidentiality and Beta Access
6.1 "Confidential Information" means non-public information disclosed by or on behalf of Even Realities, including product roadmaps, unreleased hardware or software, SDKs, beta features, source code, security information, launch dates, pricing, customers, partners, business plans, private ERDN discussions, and embargoed activities, whether marked confidential or reasonably understood to be confidential.
6.2 The ERDN Member shall use Confidential Information solely for authorized ERDN activities, protect it using at least reasonable care, disclose it only to persons expressly authorized by Even Realities and bound by equivalent confidentiality obligations, and promptly notify Even Realities of any suspected unauthorized access or disclosure.
6.3 Confidential Information excludes information that the ERDN Member can demonstrate: (a) became public without breach of this Agreement; (b) was lawfully known to the ERDN Member without restriction before disclosure; (c) was lawfully received from a third party without a duty of confidentiality; or (d) was independently developed without use of Confidential Information.
6.4 If legally compelled to disclose Confidential Information, the ERDN Member shall, to the extent legally permitted, provide Even Realities with prompt notice and reasonable assistance and disclose only the information legally required.
6.5 Upon request or termination, the ERDN Member shall cease using and return or securely destroy Confidential Information and Beta Materials, except for copies retained as required by law or in routine backups, which shall remain protected. These obligations continue for five (5) years after disclosure; trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law. Any embargo shall continue until Even Realities publicly releases the relevant information or authorizes release in writing.
6.6 Beta Access. Subject to eligibility, availability, and any additional testing instructions, Even Realities may grant the ERDN Member early access before public release to new features, SDK updates, hardware, firmware, software, documentation, or related materials (collectively, "Beta Materials"). Beta Access is personal, limited, revocable, non-transferable, and provided solely for evaluation, testing, and feedback.
6.7 The ERDN Member acknowledges that Beta Materials are pre-release and may be incomplete, inaccurate, unreliable, unavailable, or contain errors or defects. To the maximum extent permitted by law, Beta Materials are provided "AS IS" and "AS AVAILABLE," and Even Realities makes no representation or warranty as to their completeness, accuracy, reliability, performance, compatibility, security, fitness for purpose, or eventual commercial release. The ERDN Member shall not rely on Beta Materials for production, safety-critical, or business-critical purposes and assumes all risks arising from their testing or use, except to the extent such risks cannot lawfully be excluded.
6.8 Even Realities may modify, suspend, or withdraw Beta Access or any Beta Materials at any time. The ERDN Member shall comply with all testing, confidentiality, security, return, and deletion instructions applicable to the Beta Materials.
7. Products, Accounts, and Security
7.1 Hardware, software, credentials, SDKs, and Beta Access may be subject to additional applicable product, developer, platform, loan or gift, export-control, and security terms. The ERDN Member shall not share credentials, facilitate unauthorized access, circumvent security measures, or reverse engineer any Product except to the extent that such restriction is prohibited by applicable law. Any hardware, software, or other Products provided through the ERDN, including seeded or loaned hardware, remain subject to the then-current Even Realities Terms of Use and other applicable product, developer, platform, loan, gift, export-control, and security terms. The ERDN Member shall use such Products only for authorized ERDN activities and in accordance with those terms. Ownership of any seeded hardware shall be stated when it is provided; unless Even Realities confirms in writing that the hardware is a gift, it remains the property of Even Realities and shall be returned upon request or upon termination.
7.2 The ERDN Member authorizes Even Realities to collect, use, store, disclose, transfer, and otherwise process the ERDN Member's contact, profile, application, account, participation, communication, event, payment, acceptance-record, device, and usage information as reasonably necessary to administer, secure, evaluate, and improve the ERDN and related services, comply with applicable law, and exercise or defend legal rights.
7.3 The ERDN Member's access to and use of the Even Hub is subject to the then-current Even Hub Developer Platform Terms of Service, together with any additional policies, technical requirements, or security rules applicable to the Even Hub.
7.4 This Agreement, the Even Hub Developer Platform Terms of Service, the Even Hub Developer Platform Data Processing Agreement, the Program Rules, and any other applicable Even Hub rules or policies collectively govern the ERDN Member's membership and use of the Even Hub, subject to the order of precedence set out in Section 12.3.
8. Compliance and Relationship
8.1 The ERDN Member shall comply with applicable law and platform policies, including requirements relating to privacy, advertising disclosures, anti-bribery, sanctions, export controls, intellectual property, and event safety.
8.2 The Parties are independent contractors. This Agreement creates no employment, agency, partnership, franchise, fiduciary relationship, or joint venture. The ERDN Member is responsible for the ERDN Member's taxes, permits, insurance, equipment, and expenses, except as expressly stated in an SOW or in this Agreement with respect to a Special Program.
9. Term and Termination
9.1 This Agreement takes effect when the ERDN Member clicks the applicable checkbox, button, or other electronic control indicating acceptance on the Even Hub Developer Platform and continues until terminated in accordance with this Section 9.
9.2 The ERDN Member may terminate this Agreement by submitting a request through the designated platform function or by otherwise providing Even Realities with clear notice that the ERDN Member is withdrawing from the ERDN or the relevant Program. Termination takes effect when Even Realities receives and processes the withdrawal notice, unless a later date is specified in the notice.
9.3 Even Realities may suspend or terminate this Agreement or the ERDN Member's participation immediately upon notice for a material breach, confidentiality or security risk, unlawful or deceptive conduct, harassment, material reputational or community harm, loss of eligibility, or discontinuation of the ERDN or relevant Program. Even Realities may also terminate this Agreement or the ERDN Member's participation for convenience upon reasonable notice. Even Realities may suspend or terminate immediately and without prior notice where reasonably necessary to mitigate a security, legal, or reputational risk, or where required by applicable law.
9.4 Even Realities may terminate this Agreement or the ERDN Member’s participation for convenience by providing the ERDN Member with reasonable prior notice. Such termination shall not constitute a breach of this Agreement, and Even Realities shall have no liability or obligation to provide any compensation, reimbursement, or other remedy arising from such termination, except as expressly required under applicable law.
9.5 Upon termination, the ERDN Member shall cease representing that the ERDN Member has current membership, cease using the ERDN badge and Even Realities marks, and return property, Confidential Information, and Beta Materials as required. Sections 5 (to the extent stated), 6, 7, 8, 9.4, 10, 11, and 12 shall survive termination.
10. Disclaimers and Limitation of Liability
10.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ERDN, MEMBERSHIP BENEFITS, SPECIAL PROGRAM INCENTIVES, BETA MATERIALS, SUPPORT, PRODUCTS, AND OPPORTUNITIES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EVEN REALITIES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CONTINUOUS ACCESS, ACCURACY, COMPLETENESS, AND COMMERCIAL SUCCESS.
10.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN REALITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL.
10.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EVEN REALITIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES OR OTHER AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT IN CONNECTION WITH THE MATTER GIVING RISE TO THE CLAIM. NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT LAWFULLY BE LIMITED OR EXCLUDED.
11. Indemnity
The ERDN Member shall defend and indemnify Even Realities and its affiliates, officers, employees, and agents against third-party claims arising from: (a) the ERDN Member's material breach of Sections 3, 5.6, 6, or 8; (b) the ERDN Member's ERDN Member Materials, public statements, marketing content, or failure to make disclosures required under Section 3(d); (c) any allegation that the ERDN Member Materials or the ERDN Member's authorized use of them infringes or misappropriates a third-party intellectual property or other right, in each case to the extent arising from the ERDN Member's acts or omissions; or (d) the ERDN Member's gross negligence or wilful misconduct. Even Realities shall promptly notify the ERDN Member of any such claim and permit the ERDN Member to control the defence, subject to Even Realities' right to participate and to approve any settlement that admits fault by, or imposes a non-monetary obligation on, Even Realities.
12. General
12.1 Updates to this Agreement. Even Realities may update this Agreement from time to time. Even Realities shall notify the ERDN Member of material updates through an in-platform message, email, or another reasonable channel before the updated terms take effect, where required by applicable law. The ERDN Member should review the latest version periodically. If the ERDN Member does not agree to an update, the ERDN Member shall cease participation in the ERDN and the relevant Program before the update takes effect. Continued participation after the effective date constitutes acceptance of the updated Agreement to the extent permitted by applicable law.
12.2 The ERDN Member may not assign this Agreement without the prior written consent of Even Realities. Even Realities may assign this Agreement to an affiliate or in connection with a merger, reorganization, sale of assets, or transfer of the ERDN or relevant Program.
12.3 Order of Precedence. This Agreement, the Even Hub Developer Platform Terms of Service (the "Hub ToS"), the Even Hub Developer Platform Data Processing Agreement (the "Hub DPA"), the Program Rules, and any other applicable Even Hub rules or policies together govern the ERDN Member's participation in the ERDN and use of the Even Hub. If there is a direct conflict among them, the following order of precedence applies:
(a) the Hub ToS prevails, except as stated in paragraphs (b) and (c);
(b) for ERDN membership, benefits, member responsibilities, confidentiality, beta access, intellectual property, badge use, Special Programs, and termination of membership, this Agreement prevails over the Hub ToS and the Program Rules;
(c) for the collection, use, storage, disclosure, transfer, or other processing of personal data, the Hub DPA prevails over this Agreement and the Hub ToS.
A specific event, campaign, testing activity, project, or other Program may be subject to separate rules or terms. For that activity, the specific rules or terms shall prevail over this Agreement solely to the extent of any direct conflict with respect to that activity; this Agreement shall otherwise continue to apply. Any applicable SOW shall govern the relevant paid or project-specific engagement.
12.4 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Hong Kong Special Administrative Region, without regard to conflict-of-laws principles. Any dispute, controversy, difference, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The arbitral award shall be final and binding on the Parties.
12.5 By selecting the applicable checkbox or clicking the applicable acceptance button after being given an opportunity to review this Agreement, the ERDN Member confirms that the ERDN Member has read, understood, and agrees to be bound by this Agreement. Such electronic acceptance constitutes execution of this Agreement and an electronic signature to the extent permitted by applicable law. Even Realities may retain the accepted version, account identity, UTC timestamp, acceptance event, and related audit records as evidence of acceptance. No handwritten signature or counterpart is required.
12.6 If any provision of this Agreement is held invalid or unenforceable, it shall be enforced to the maximum extent permitted, and the remaining provisions shall remain in full force and effect. A failure or delay in exercising any right does not constitute a waiver. Headings are for convenience only.
12.7 Entire Agreement. This Agreement, together with the documents identified in Section 7.4 and any applicable SOW or activity-specific terms, constitutes the entire agreement between the Parties regarding ERDN membership and supersedes all prior or contemporaneous oral or written understandings regarding that subject matter.