END USER LICENSE AGREEMENT
THIS "END USER LICENSE AGREEMENT" (THE "EULA") IS A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL OR LEGAL ENTITY OR ASSOCIATION INTENDING TO USE THE SOFTWARE ("YOU" OR "CUSTOMER") AND CYBERNETYX (“LICENSOR”). BY REGISTERING FOR THE SOFTWARE OR BY USING THE SOFTWARE, CUSTOMER REPRESENT, WARRANT, AND AGREE THAT CUSTOMER HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND TO THE TERMS OF THE EULA. IF CUSTOMER DO NOT AGREE TO BE BOUND BY THE EULA, OR DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THE EULA, CUSTOMER MAY NOT USE THE SOFTWARE.

1.  DEFINITIONS
“EULA Agreement” means these terms and any other terms referenced in this document; 
"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party where Control means control of greater than 50% of the voting rights or equity interests of a party;
“Claim” means a claim, action, or legal proceeding filed against a Party;
“Customer” means the entity identified in the License Order as “Customer” or otherwise identified in the License Order as the end user customer.
"Improvements" means all versions, updates, corrections, improvements, developments, modifications, enhancements, variations, derivative works, scripts, customizations, adaptations or extensions of feature sets of any of the Software components, created or acquired by CYBERNETYX group;
"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in computer software, and any other intellectual property rights or rights of a similar nature. 
"Software" means the suite of software components (including Manuals or other documentation) with all Improvements;  
“License Term” means the duration of the license for Software (or for the provision of Professional Services), as specified in the License Order, or any shorter term occurring due to the termination of the Agreement;

2. LICENSES 
2.1 License. Licensor grants to the Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to use the components of the Software specified in the License Order during the License Term, including for testing and disaster recovery purposes. Licensor retains all rights, including Intellectual Property Rights, in the Development Outputs created by the Customer with the Software, in accordance with this Agreement.  

3. THIRD-PARTY ACCESS
3.1 Customer Responsibility. If Customer allows any person or entity to operate, use or access the Software, Customer is responsible for ensuring that such person or entity complies with the terms of this Agreement. 
3.2 No Additional Rights. For clarity, the rights granted under this section do not modify the license permissions or increase the number of licenses granted under this Agreement. 
4. MAINTENANCE SUPPORT SERVICES. Support services provided and regularly updated for the Software are included in the License Fee, in accordance with the Maintenance Terms located at the following web address:

5. PAYMENT TERMS
5.1 Applicability. The Parties agree that the license commence on the date of delivery (“Effective Date”) and that the expiration date of each License Term, as well as the terms regarding the number of users and Licensing Model, will be included on each invoice or purchase order issued based on this Agreement.
5.2 Payment. Customer must pay the fees specified in the Agreement or applicable purchase order. All fees are invoiced annually and due within 30 days from the invoice date unless otherwise specified in the License Order. All invoices will only be delivered electronically to Customer and will be issued by Licensor. Any fees that are unpaid as of the date of termination or expiration of this Agreement will be immediately due and payable. 
5.3 Failure to Pay. If Customer fails to pay any amount due under this Agreement per the payment terms in the Agreement or purchase order, Licensor will send Customer a reminder notice. If Customer fails to pay within 30 days of the date of the reminder notice, Licensor may, in its sole discretion, suspend or terminate the applicable purchase order after notifying the Customer in writing.
5.5 Taxes. Prices do not include applicable taxes. All payments will be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or because any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority as required by law. 
5.6 Changes. Licensor is entitled to establish its own license fees, at its own discretion. Licensor will not change the amount of the fees for already acquired licenses, after the acceptance of a purchase order by Licensor. In case of any change in the terms of this Agreement, including but not limited to a change in the license fees, Licensor will send to the Customer a 90 calendar-day prior notice regarding the newly proposed fees. The Customer is bound to respond to this notice until the expiry of the License Term. In the absence of a response from the Customer by the expiry of the License Term, the respective license will be terminated.  

6. THIRD PARTY INTELLECTUAL PROPERTY CLAIMS
6.1. Licensor's Obligations. Licensor will defend, at its expense, any third-party Claim against Customer during the License Term to the extent the Claim alleges that the Software infringes the third party’s patent, copyright, or trademark; or that Licensor has misappropriated the third party’s trade secret (“IP Claim”). Licensor will pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Licensor). 
6.2 Remedy. In case of any IP Claim, Licensor may: (a) procure for Customer a license to continue using Software under the terms of this Agreement; (b) replace or modify the infringing components to avoid the infringement.
6.3 Conditions. Licensor will have no liability for any IP Claim: (A) that arises from any: (i) use of the Software in violation of this Agreement; (ii) modification of the Software by anyone other than Licensor; (iii) failure by Customer to install the latest updated version of the Software, as requested by Licensor to avoid infringement; or (iv) third-party products, services, hardware, software, or other materials, or combination of these with the Software, if the Software would not be infringing without this combination; or (B) if Customer fails to: (i) promptly notify Licensor in writing of the IP Claim; (ii) provide Licensor with reasonable assistance requested by Licensor for the defense of the IP Claim; (iii) provide Licensor with the exclusive right to control or settle the IP Claim; or (iv) refrain from making admissions about the IP Claim without Licensor’s prior written consent. The remedies in this section are Customer’s sole and exclusive remedies and Licensor’s sole liability regarding the subject matter giving rise to any IP Claim.

7. OTHER CLAIMS
7.1. Customer’s Obligations. Customer will, at its expense, defend or settle any third-party Claim against Licensor to the extent it arises from any Customer Development Outputs; Customer Data; or Customer’s breach of Third Party Providers section. Customer will pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Customer). 
7.2 Conditions. Customer’s obligations under this section are conditioned upon Licensor (to the extent permitted by applicable law): (i) promptly notifying the Customer of any Claim in writing; (ii) cooperating with the Customer in the defense of the Claim; (iii) granting the Customer sole control of the defense or settlement of the Claim; and (iv) refraining from making any admissions about the Claim. The remedies in this section are Licensor's sole and exclusive remedies and Customer’s sole liability regarding the subject matter giving rise to any such Claim. 

8. CONDITIONS AND LIMITATIONS
8.1 No Reselling, Time-Sharing, or Sub-Licensing. Customer shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Software available to any third party, other than as expressly permitted by the EULA.

8.2 No Unlawful Use or Objectionable Content. Customer shall not use the Software in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Software and its components or infringes on the rights of another party. Customer shall not modify, adapt or hack or reverse-engineer any protected (encrypted or compiled) parts of the Software, or otherwise attempt to gain unauthorized access to those parts or its related systems or networks. Customer shall not decompile reverse engineer, disassemble, or decrypt any portion of compiled and/or source code, in whole or in part, or otherwise attempt to discover the source code to the software used in the Software. Customer undertake not to promote any material that is unlawful, threatening, abusive, malicious, defamatory, false, materially inaccurate, or otherwise objectionable. Customer will not reproduce, publish, or distribute content in connection with the Software that infringes any third party's trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right. Licensor offers no assurance that use of the Software by customer under the terms of the EULA will not violate any law or regulation applicable to Customer.
8.3 Responsibility for Use. Customer must only install the Software and make the Software available for use on systems owned, leased, or controlled by Customer in such a way that Customer can guarantee compliance with the terms of the EULA. Customer assume all responsibility for any and all use of the Software, including but not limited to content and media that is created, uploaded to, downloaded from, transmitted and edited using the Software. Customer are responsible for any accesses made to the Software.
8.4 Attribution. With respect to any use of the Software, Customer shall keep the attribution and hyperlink to Licensor and its website intact unless a license (at a cost) is obtained from Licensor to do so.
8.5 Data Backups. Customer assume all responsibility for all of Customer Data and any backups thereof.
8.6 Handling Software. Customer shall not (a) reverse engineer, decompile, disassemble, or decrypt any portion of compiled and/or source code, in whole or in part, or otherwise attempt to discover the source code to the software used in the Software, (b) use any Third Party Software independently of the Software. Customer obtain no rights to the Software except for the limited rights to use the Software expressly granted by the EULA.
8.7 Limited License. Customer acknowledge and agree that (i) the Software is the property of Licensor and is licensed and not sold to Customer under the EULA and (ii) the Software uses, embodies, and contains confidential and proprietary information and technology of Licensor and/or its licensors and embodies trade secrets and intellectual property of Licensor and/or its licensors. Customer rights in the Software are strictly limited to those license rights expressly granted under Section 2.1 above, and Licensor retains all rights not expressly granted herein. Without limiting the foregoing, Licensor and/or its licensors retain all right, title, and interest in and to Licensor’s Intellectual Property Rights, including but not limited to: (i) all software code (source and object), functionality, technology, system or network architecture and user interfaces and all modifications thereto and (ii) all trade secrets, patents, copyrights and other intellectual property rights with respect to the Software. Customer further acknowledge that there are no implied licenses granted under the EULA.
8.7 Damages Exclusion. Neither Party will be liable to the other Party for any special, indirect, moral, consequential, incidental, punitive, or exemplary damages; the use or inability to use the Software, computer malfunction or failure, server down time, failure of the Software to operate with any other programs, loss of profits; loss of reputation, use, or revenue; loss or corruption of data; or interruption of business.
8.8 Liability Cap. The maximum aggregate liability of each Party for each and all Claims (individually and together) under or relating to this Agreement or its subject matter will not exceed the total subscription license fees paid under this Agreement during the 12 months before the initial Claim. This limitation will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit payment obligations as specified in Payment Terms section. 
8.9 Other Responsibility. For the avoidance of any doubt, under no circumstances Licensor may be liable for any Claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorneys' fees) of any kind and nature that may be asserted, granted or imposed against, directly or indirectly, arising from or in connection to any Customer Development Outputs. 

9. REPRESENTATIONS & WARRANTIES and INDEMINITIES
9.1 Limited Warranty and Remedy. Licensor warrants that the Software, as delivered to Customer, will substantially conform to the applicable Manuals during the License Term, to the extent that the Software is used in accordance with the Manuals. Customer must notify Licensor of a Claim under this warranty within 30 days of the date on which the condition giving rise to the Claim first appeared. To the extent permitted by law, Customer’s sole and exclusive remedy and Licensor's sole liability under or about this warranty will be a replacement of the Software component, or if replacement is not commercially reasonable, a termination of the applicable Software component or services and a refund of any pre-paid unused fees for the applicable Software component or service.
9.2 Implied Warranties. Except for the express warranties herein, Software is provided on an "as-is" basis. Neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. Customer bears the entire risk as to the use of the Software. Each party disclaims all liability for any harm or damages caused by any third-party hosting providers. 
9.3 Third-Party Sites and Service Providers. The software may contain Hyperlinks (including hyperlinked advertisements) to Internet websites operated by third parties, or to materials or information made available by third parties. Such third parties may offer goods and services for sale. Such links do not constitute or imply LICENSOR’s Endorsement of such third parties, or if the content of their sites, the quantity or efficacy of their goods or services, or their information privacy or security practices, and LICENSOR has no responsibility for information, goods, or services offered or provided by such third parties, or for the manner in which they conduct their operations. Use of third–party sites and the materials, Goods, and services offered by them is entirely at Customer’s own risk, and is subject to the terms of use of the third parties operating or providing them. Customer should assume that any internet page or other material that does not bear the LICENSOR LOGO is provided by a third party.
9.4 Indemnification. Customer agree to indemnify, defend, and hold harmless Licensor and other users of Licensor products, and Licensor’s and their affiliates, officers, directors, and agents, from and against any claim, cost or liability, including reasonable attorneys’ fees, arising out of or relating to: (a) Customer use of the Software; (b) any content Customer create, transmit, or display while using the Software; (c) any breach by Customer of any representations, warranties, or agreements contained in the EULA; and (d) Customer negligent or willful misconduct.

10. Third Party and Open Source Software
10.1 "OpenCV 2.4.6", licensed under 3-clause BSD License (http://opencv.org/license.html)
10.2 "vmulti", licensed under MIT License (http://opensource.org/licenses/mit-license.php)
10.3 "Qt 5.1.0", licensed under LPGLv2.1 License (http://opensource.org/licenses/LGPL-2.1)
10.4 "log4net", licensed under Apache License, Version 2.0 (http://logging.apache.org/log4net/license.html) 

11. TERM
11.1 Duration. This Agreement applies to the Software from the Effective Date until the expiration of the applicable License Term, unless terminated earlier under this Agreement by either Party with a 60 days’ written notice. If Customer has not signed a renewal at the end of a License Term prior to the expiration of the then current License Term, the License Term will be automatically renewed for successive renewal terms of 1 year each, unless either party provides written notice of non-renewal to the other party at least 30 days before such expiration. Customer will not be entitled to a refund of any fees paid hereunder after the delivery of the License Key or renewal.  
11.2 Material Breach. If either Party commits a material breach of this Agreement, the non-breaching Party may give written notice describing the nature and basis of the breach to the breaching Party. If the breach is not cured within 30 days of the notice date, the non-breaching Party may immediately terminate this Agreement upon written notice. 
11.3 Effect of Termination. Upon termination or expiration of this Agreement or any License Term the license and associated rights for the Software will immediately terminate and Customer must, at its expense remove and delete all copies of the Software. Some or all the Software components may cease to operate without prior notice upon expiration or termination of the License Term. 

12. GENERAL
12.1 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except upon written notice of a change of control. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, Licensor will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination.
12.2 Customer’s Purchase Order. Any terms or conditions in Customer’s purchase order or any other related documentation by Customer do not form part of this Agreement and are void, unless otherwise expressly agreed in writing and signed by both Customer and Licensor.

12.3 Access to and Disclosure of Customer Data. Customer acknowledge and agree that Licensor may access, use, and store Customer Data for the purpose of responding to Customer requests for technical support and/or providing other services that we have agreed, or may in the future agree, to provide. 
Customer consent that Licensor may collect anonymized usage data from and/or relating to Customer Data and Customer use of the Software (“Anonymized Usage Data”). Anonymized Usage Data will not include identifying information about Customer and customer’s affiliate, such as Customer afiiliate contact information. Licensor shall maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of any of Customer Data in Licensor's possession. Licensor will not disclose any of Customer Data in its possession to a third party unless compelled by law or court order or if Customer consent in writing to the disclosure.

12.4 Data Use Consent. Customer agrees that Licensor and its Affiliates may collect and use technical information gathered as part of the software support services provided, if any, related to the Software. Licensor may use this information solely to improve the software or to provide customized services or technologies to the Customer and will not disclose this information in a form that personally identifies the Customer.
12.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any prior written or oral agreement between them with respect to such subject matter. Any amendments to this Agreement may only be made in writing and become effective when signed by both Parties.
12.6 Governing Law, Venue. This Agreement is governed by laws of land where Licensor has registered offices. 
12.7 License Compliance. Licensor may, at its expense and no more than once every 12 months, appoint its own personnel or an independent third party (or both) to verify that Customer’s use, installation, or deployment of the Software comply with the terms of this Agreement and Customer agrees to provide all the required assistance and support during such verification.
12.8 No Partnership. Nothing in this Agreement is intended to constitute a fiduciary relationship, agency, joint venture, partnership, or trust between the Parties and neither Party has authority to bind the other Party. 
12.9 Notices. Any notice given under this Agreement must be in writing by email to the following addresses (or addresses notified in writing by either Party): to Licensor CYBERNETYX TECHNIK PVT.LTD.; and to Customer: at Customer’s email address stated on the purchase order, at Customer’s registered address and will be effective when received by the Party, or refused by the Party.
12.10 Publicity. The Customer authorizes Licensor to publicly identify the Customer as a customer and include the Customer's name and logo on the Licensor’s website and other promotional and marketing materials once Licensor sends to Customer a notice describing the use.
12.12 Severability. If any provision of this Agreement is or becomes illegal, invalid or unenforceable for any reason, all other provisions of the Agreement remain in force and shall produce legal effects.
12.16 Anti-Corruption. Each party confirms it has not been offered or received any illegal or improper bribe, kickback, payment, gift, or thing of value from the other party’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. Any violation of the above restriction, will be promptly notified to CYBERNETYX TECHNIK PVT.LTD.
12.17 Waiver. No failure to exercise, nor any delay in exercising, any right, power or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies (provided by law). Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.