Core Optical, Inc.
End User License AgreementIndustrial Strength, Scientific Grade

IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.

Do not copy, install, or use the Materials provided under this license agreement ("Agreement"), until you have carefully read the following terms and conditions. By copying, installing, or otherwise using the Materials, you agree to be bound by the terms of this Agreement with Core Optical Inc.. If you do not agree to the terms of this Agreement, do not copy, install, or use the Materials.

End User License Agreement for the Core Optical Inc. Software Development Products

1.        LICENSE DEFINITIONS:

A. “End User” (also referred to as “you”) is defined as the individual, corporation, or any other legal entity, who has received from Core Optical, either through the purchase of a license from Core Optical or through written permission from Core Optical, the right to copy, install, or use the Materials provided under this license agreement.

B. "Materials" are defined as the software, documentation, license key codes and other materials, including any updates and upgrade thereto, that are provided to you under this Agreement. Materials also include the Redistributables and Sample Source as defined below.

C. "Redistributables" are the files that may be included in the Materials for the applicable Core Optical Software Development Product.

D. “Source Code” is defined as the Materials provided in human readable format, whether unmodified or modified by you.

E. "Sample Source" is the Source Code file(s) that: (i) demonstrate certain limited functions included in the .NET assembly library of PrecisionImage.NET; (ii) are identified as Core Optical sample source code; (iii) are obtained separately from Core Optical after you register your copy of the PrecisionImage.NET product with Core Optical; and (iv) are subject to all of the terms and conditions of this Agreement.

F. “Microsoft Platforms” means any current and future Microsoft operating system products, Microsoft run-time technologies (such as the .NET Framework), and Microsoft application platforms (such as Microsoft Office or Microsoft Dynamics) that Microsoft offers.

2. LICENSE GRANT:

A. Subject to all of the terms and conditions of this Agreement, Core Optical Inc. ("Core Optical") grants to End User a non-exclusive, non-assignable, copyright license to use the Materials.

B. Subject to all of the terms and conditions of this Agreement, Core Optical grants to you a non-exclusive, non-assignable copyright license to modify the Materials, or any portions thereof, that are provided in Sample Source Code.

C. Subject to all of the terms and conditions of this Agreement, Core Optical grants to End User a non-exclusive, non-assignable, fully-paid copyright license to distribute (except if you received the Materials under an Evaluation License as specified below) the Redistributables, including any modifications pursuant to Section 2.B, or any portions thereof, as part of the product or application you developed using the Materials. If such application is a software development library, then attribution, as specified in the product release notes of the corresponding Materials, shall be displayed prominently in that application’s product documentation and on the application’s product web site.

3. LICENSE RESTRICTIONS:

A. If you receive your first copy of the Materials electronically, and a second copy on media, then you may use the second copy only in accordance with your applicable license stated in this Agreement, or for backup or archival purposes. You may not provide the second copy to another user.

B. You may NOT: (i) use or copy the Materials except as provided in this Agreement; (ii) rent or lease the Materials to any third party; (iii) assign this Agreement or transfer the Materials without the express written consent of Core Optical; (iv) modify, adapt, or translate the Materials in whole or in part except as provided in this Agreement; (v) reverse engineer, decompile, or disassemble the Materials; (vi) attempt to modify or tamper with the normal function of a license manager that regulates usage of the Materials; (vii) distribute, sublicense or transfer the Source Code form of any components of the Materials, Redistributables and Sample Source and derivatives thereof to any third party except as provided in this Agreement; (viii) distribute Redistributables except as part of a larger program that adds significant primary functionality different from that of the Redistributables; (ix) distribute the Redistributables to run on a platform other than a Microsoft Platform if per the accompanying user documentation the Materials are meant to execute only on the Microsoft Platforms; (x) include the Redistributables in malicious, deceptive, or unlawful programs; or (xi) modify or distribute the Source Code of any Redistributable so that any part of it becomes subject to an Excluded License. An “Excluded License” is one that requires, as a condition of use, modification, or distribution, that (a) the code be disclosed or distributed in source code form; or (b) others have the right to modify it.

C. The scope and duration (time period) of your license depends on the type of license you obtained from Core Optical. The variety of license types are set forth below, which may not be available for all "Core Optical Inc. Software Development Products" and therefore may not apply to the Materials. For more information on the types of licenses, please contact Core Optical or your sales representative.

i. PRE-RELEASE LICENSE: If you are using the Materials under the control of a pre-release license, (a) the Materials are pre-release code (e.g., beta release, etc), which may not be fully functional and which Core Optical may substantially modify in producing any commercial version, and which Core Optical can provide no assurance that it will ever produce or make generally available a commercial version, and (b) you as an individual may use the Materials only for the term of the pre-release time period, which is specified elsewhere in the Materials, or upon the commercial release of the Materials. You may install copies of the Materials on a single designated computer. A separate license is required for each additional computer.

ii. EVALUATION LICENSE: If you are using the Materials under the control of an Evaluation license, you as an individual may use the Materials only for internal evaluation purposes and only for the term of the evaluation time period, which may be controlled by the license key code for the Materials. NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT, YOU MAY NOT DISTRIBUTE ANY PORTION OF THE MATERIALS, AND THE APPLICATION AND/OR PRODUCT DEVELOPED BY YOU MAY ONLY BE USED FOR EVALUATION PURPOSES AND ONLY FOR THE TERM OF THE EVALUATION PERIOD. You may install copies of the Materials on a single designated computer. A separate license is required for each additional computer in all other cases. Core Optical may provide you with a license code key that enables the Materials for an Evaluation license. If you obtained a time-limited Node-Locked license, the duration (time period) of your license and your ability to use the Materials is limited to the time period of the obtained license, which is controlled by the license key code for the Materials.

iii. DONGLE-LOCKED LICENSE: If you are using the Materials under the control of a Dongle-Locked license, you may install the Materials on any number of computers. The hardware dongle must be attached to the computer while engaging in software development with the Core Optical PrecisionImage.NET SDK. A separate license is required for each additional hardware dongle in all other cases. PrecisionImage.NET may only be used to develop an "end user" application. An end user application is an application for business or personal use that may not be copied or redistributed by the user or used to develop software. PrecisionImage.NET may not be used in a developer oriented product, such as a development toolkit or a product that contains an API. In addition, if all or any portion of an application is redistributed by our customer's customer, the application is not an end user application within the meaning of the PrecisionImage.NET EULA.

D. DISTRIBUTION: Distribution of the Redistributables is also subject to the following limitations: You (i) shall be solely responsible to your customers for any update or support obligation or other liability which may arise from the distribution, (ii) shall not make any statement that your product is "certified", or that its performance is guaranteed, by Core Optical, (iii) shall not use Core Optical's name or trademarks to market your product without written permission, (iv) shall use a license agreement that prohibits disassembly and reverse engineering of the Redistributables, (v) shall indemnify, hold harmless, and defend Core Optical and its suppliers from and against any claims or lawsuits, including attorney's fees, that arise or result from your distribution of any product. Core Optical will provide you with a license code key that enables the Materials for a Node-Locked license up to the authorized number of paid users.

E. Core Optical PrecisionImage.NET. The following terms and conditions apply only to the Core Optical PrecisionImage.NET software.

i. Notwithstanding anything in this Agreement to the contrary, if you implement the Sample Sources in your application or if you use Core Optical PrecisionImage.NET to implement algorithms that are protected by others’ licenses then you may need additional licenses from various entities. Should any such additional licenses be required, you are solely responsible for obtaining any such licenses and agree to obtain any such licenses at your own expense.

ii. Notwithstanding anything herein to the contrary, a valid license to Core Optical PrecisionImage.NET is a prerequisite to any license for Sample Source, and possession of Sample Source does not grant any license to Core Optical PrecisionImage.NET (or any portion thereof). To access Sample Source, you must first register your licensed copy of the Core Optical PrecisionImage.NET with Core Optical. By downloading, installing or copying any Sample Source file, you agree to be bound by terms of this Agreement.

F. SOFTWARE TRANSFER: You may permanently transfer the Materials and all of your rights under this Agreement to another party (“Recipient”) only if you notify Core Optical of the transfer by sending a letter to Core Optical certifying that you retain no copies of the Materials and that the Recipient has agreed in writing to be bound by all of the terms and conditions of this Agreement. Please send such letter to:

Core Optical, Inc. 3940 Laurel Canyon Boulevard, Suite #1027 Studio City, California, USA 91604 ATTN: Contracts Management

G. EXPORT RESTRICTIONS: Any end user application developed with Core Optical PrecisionImage.NET is subject to the US Export Regulations. Thus a Core Optical customer may not ship the end user application to any country where US law restricts exports, such as Cuba, Sudan, Iran or North Korea. (Please contact US Import Control Agency for a current list of prohibited territories.)

4. COPYRIGHT:

Title to the Materials and all copies thereof remain with Core Optical or its suppliers. The Materials are copyrighted and are protected by United States copyright laws and international treaty provisions. You will not remove any copyright notice from the Materials. You agree to prevent any unauthorized copying of the Materials. Except as expressly provided herein, no license or right is granted to you directly or by implication, inducement or otherwise, specifically Core Optical does not grant any express or implied right to you under Core Optical patents, copyrights, trademarks, or trade secret information.

5. NO WARRANTY AND LIMITED REPLACEMENT:

The materials and information are provided "as is" with no warranties, express or implied, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, non-infringement of intellectual property rights, or any warranty otherwise arising out of any proposal, specification, or sample. . If the media on which the Materials are furnished are found to be defective in material or workmanship under normal use for a period of ninety (90) days from the date of receipt, Core Optical's entire liability and your exclusive remedy shall be the replacement of the media. This offer is void if the media defect results from accident, abuse, or misapplication.

6. LIMITATION OF LIABILITY:

THE ABOVE REPLACEMENT PROVISION IS THE ONLY WARRANTY OF ANY KIND. CORE OPTICAL OFFERS NO OTHER WARRANTY EITHER EXPRESS OR IMPLIED INCLUDING THOSE OF MERCHANTABILITY, NONINFRINGEMENT OF THIRD- PARTY INTELLECTUAL PROPERTY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER CORE OPTICAL NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF CORE OPTICAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7. UNAUTHORIZED USE:

THE MATERIALS ARE NOT DESIGNED, INTENDED, OR AUTHORIZED FOR USE IN ANY TYPE OF SYSTEM OR APPLICATION IN WHICH THE FAILURE OF THE MATERIALS COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR (E.G LIFE SUSTAINING OR LIFE SAVING SYSTEMS). Should the buyer purchase or use the Materials for any such unintended or unauthorized use, the buyer shall indemnify and hold Core Optical and its officers, subsidiaries and affiliates harmless against all claims, costs, damages, and expenses, and reasonable attorney fees arising out of, directly or indirectly, any claim of product liability, personal injury or death associated with such unintended or unauthorized use, even if such claim alleges that Core Optical was negligent regarding the design or manufacture of the part.

8. USER SUBMISSIONS:

You agree that any material, information or other communication you transmit or post to a Core Optical website or provide to Core Optical under this Agreement related to the features, functions, performance or use of the Materials will be considered non-confidential and non-proprietary ("Communications"). Core Optical will have no obligations with respect to the Communications. You hereby grant to Core Optical a non-exclusive, perpetual, irrevocable, royalty-free, , copyright license to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein, including derivative works thereto, for any and all commercial or non-commercial purposes. You are prohibited from posting or transmitting to or from a Core Optical website or provide to Core Optical any unlawful, threatening, libellous, defamatory, obscene, pornographic, or other material that would violate any law. If you wish to provide Core Optical with your confidential information, Core Optical requires a non-disclosure agreement (“NDA”) to receive such confidential information, so please contact your Core Optical representative to ensure the proper NDA is in place.

9. CONSENT.

You agree that Core Optical, its subsidiaries or suppliers may collect and use technical and related information, including but not limited to technical information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Materials, and to verify compliance with the terms of this Agreement. Core Optical may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.

10. TERMINATION OF LICENSE:

This Agreement becomes effective on the date you accept this Agreement and will continue until terminated as provided for in this Agreement. If you are using the Materials under the control of a time-limited license, for example an Evaluation License, this Agreement terminates without notice on the last day of the time period, which is specified elsewhere in the Materials, and/or controlled by the license key code for the Materials. Core Optical may terminate this license immediately if you are in breach of any of its terms and conditions and such breach is not cured within thirty (30) days of written notice from Core Optical. Upon termination, you will immediately return to Core Optical or destroy the Materials and all copies thereof. Any distribution of the Redistributables conducted in accordance with the terms and conditions of this Agreement shall survive termination of this Agreement.

11. U.S. GOVERNMENT RESTRICTED RIGHTS:

The technical data and computer software covered by this license is a “Commercial Item,” as such term is defined by the FAR 2.101 (48 C.F.R. 2.101) and is “commercial computer software” and “commercial computer software documentation” as specified under FAR 12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable. This commercial computer software and related documentation is provided to end users for use by and on behalf of the U.S. Government, with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Use for or on behalf of the U.S. Government is permitted only if the party acquiring or using this software is properly authorized by an appropriate U.S. Government official. This use by or for the U.S. Government clause is in lieu of, and supersedes, any other FAR, DFARS, or other provision that addresses Government rights in the computer software or documentation covered by this license. All copyright licenses granted to the U.S. Government are coextensive with the technical data and computer software licenses granted herein. The U.S. Government shall only have the right to reproduce, distribute, perform, display, and prepare derivative works as needed to implement those rights.

12. GENERAL PROVISIONS

A. ENTIRE AGREEMENT: This Agreement is intended to be the entire agreement between you and Core Optical with respect to matters contained herein, and supersedes all prior or contemporaneous agreements and negotiations with respect to those matters. No waiver of any breach or default shall constitute a waiver of any subsequent breach or default. If any provision of this Agreement is determined by a court to be unenforceable, you and Core Optical will deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted from this Agreement, and the remainder of the Agreement will continue in effect. Any change, modification or waiver to this Agreement must be in writing and signed by an authorized representative of you and Core Optical.

B. APPLICABLE LAWS: Any claim arising under or relating to this Agreement shall be governed by the internal substantive laws of the State of California, without regard to principles of conflict of laws. You agree that the terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. You agree that your distribution and export/re-export of the Software and permitted modifications shall be in compliance with the laws, regulations, orders or other restrictions of applicable export laws.

13. THIRD PARTY PROGRAMS.

. The Materials may include third party programs or materials. The license terms with those programs or materials apply to your use of them, and Core Optical is not liable for them.