END USER LICENSE AGREEMENT



Last Modified on March 7, 2018

This End User License Agreement (this "EULA") is a legal agreement between you ("you" or "your") and Light Labs Inc. ("Light") for your use of Light's proprietary software that comes pre-loaded on Light's Products (as defined below) ("Device Software") and Light's proprietary desktop processing software included with Light's Products ("Desktop Software") (each a "Software Product"), as well as the associated printed materials and "online" or electronic documentation ("Documentation").



IF YOU RESERVE OR PURCHASE A PRODUCT FROM WITHIN THE EUROPEAN UNION (INCLUDING THE UNITED KINGDOM) CERTAIN PROVISIONS DIFFER, AS SET FORTH BELOW. By downloading, installing or operating a Software Product or using any Product on which a Software Product is pre-loaded, you agree to be bound by the terms of this EULA.  If you do not agree to the terms of this EULA, you must not DOWNLOAD, install OR use this Software Product or use any Product on which a Software Product is Pre-Loaded.

1.	License Grants

Device Software.  In consideration of you agreeing to abide by the terms and conditions of this EULA and for other good and valuable consideration (the receipt of which is hereby acknowledged by Light), Light grants you a limited, non-exclusive, non-transferable license, without right of sublicense, to (a) use the Device Software solely as incorporated in Light's proprietary L16 Camera or any other proprietary Light product (each, a "Product") in machine-executable object code form and solely in connection with the operation of the Product as described in the Documentation, and (b) reproduce and use the Documentation for such Device Software solely for the purpose of using the Device Software in compliance with this EULA.  Light has no obligation to provide any specific upgrades, updates, maintenance or support services with respect to the Device Software under this EULA.

Desktop Software.  Subject to the terms and conditions of this EULA, Light grants you a limited, non-exclusive, non-transferable license, without right of sublicense, to (a) download, install, load, access and use the Desktop Software on a personal computer or other personal device owned or controlled by you, provided that such installation is in accordance with the Documentation, and (b) reproduce and use the Documentation for such Desktop Software solely for the purpose of using the Desktop Software in compliance with this EULA. Light has no obligation to provide any specific upgrades, updates, maintenance or support services with respect to the Desktop Software under this EULA.

2.	License Restrictions

General.  You shall use the Software Products and Documentation solely for your personal operation of the Products and in accordance with this EULA.  Except as otherwise specifically permitted under this EULA and to the maximum extent permitted by applicable law, you shall not (a) use, copy, modify, create derivative works of, distribute, sell, resell, assign, pledge, license, sublicense, lease, loan, rent, timeshare, provide access to, deliver or otherwise transfer a Software Product or any Documentation, nor permit any third party to do any of the foregoing, (b) derive or attempt to derive the source code of all or any portion of the Software Products by any means, (c) permit any third party to derive or attempt to derive such source code, or (d) reverse engineer, decompile, disassemble, or translate the Software Products or any part thereof, or permit any third party to do any of the foregoing.  The Device Software may be used only as part of and incorporated in the Product. You will notify Light in writing immediately if you become aware or suspect that (i) a third party has engaged in any of the foregoing or (ii) the security of the Software Products or Documentation has or may become compromised in any way.

Proprietary Notices.  You may not alter, obscure or remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of any Software Product or Documentation (including those of third parties).

Prohibited Uses.  You shall not use the Software Products in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, including without limitation to send or store unlawful or tortious material, including material harmful to children or which breaches third party privacy rights.

3.	Certain Third Party Software

Light may utilize or include in the Software Products third-party software ("Third-party Software") that is subject to third-party license terms set forth at here. You acknowledge and agree that, in addition to the applicable terms in this EULA, your right to use such Third-party Software in connection with the Software Products is subject to and governed by the terms and conditions of the third-party license applicable to such Third-party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein.  In the event of a conflict between the terms of this EULA and the terms of such third-party licenses, the terms of the third-party licenses shall control, only with regard to your use of the relevant Third-party Software. In particular, any Third-party Software components which are licensed under open source licenses requiring that the components remain under their original license, are being made available to you by Light under their original licensing terms.

4.	Ownership

The Software Products are licensed, not sold to you.  Light or its licensors, as applicable, shall own and hold all right, title and interest, including but not limited to copyright, patent, trade secret, and all other intellectual and industrial property rights, in and to the Software Products, the Documentation, and any changes, modifications or corrections thereto.  To the extent permissible under applicable law: (a) you do not acquire any other rights, express or implied, in the Software Products other than those rights expressly granted under this EULA; and (b) all rights not specifically granted to you herein are retained by Light.

5.	Term And Termination

Term.  This EULA shall be effective upon the earlier of (a) your acceptance of this EULA (if applicable), or (b) your download, installation or operation of the Software Products or use of a Product on which a Software Product is pre-loaded, and shall continue until terminated in accordance with this Section 5.

Termination for Cause. Your rights under this EULA will automatically terminate if you fail to comply with any term of this EULA.

Effect of Termination.  Upon termination of this EULA for any reason, you must immediately cease all use of the Software Products and destroy all copies of the Software Products.  The licenses granted under Section 1 shall terminate immediately upon the termination of this EULA.  Light's failure to insist upon or enforce your strict compliance with this EULA will not constitute a waiver of any rights.

Survival.  The following provisions will survive the termination of this EULA: Sections 2, 3, 4, 5 (Effect of Termination; Survival only), 6, 7, 8, 9, 10 and 11 (and the corresponding provisions in the EULA that are applicable to users based in the European Union, as set forth below).

6.	No Warranty

The Software Products, Documentation, and any and all other material provided by Light to you under this EULA are provided to You "AS IS" without warranty of any kind.  Light and its licensors and suppliers hereby disclaim any and all warranties, express, implied, or statutory with respect to the Software Products, including but not limited to any implied warranties of merchantability, non-infringement, title or fitness for a particular use or purpose. Neither Light nor its licensors or suppliers warrant that the Software Products will function without interruption or that they are error-free.  You bear the entire risk as to lost data or content.  Light and its licensors and suppliers hereby disclaim any and all responsibility for hosting or backing up your data or content.  You bear the entire risk as to the operation and quality of the Software Products.  YOU HEREBY ACKNOWLEDGE THAT THIS DISCLAIMER OF WARRANTY IS AN ESSENTIAL ELEMENT OF THIS EULA AND THAT LIGHT WOULD NOT ENTER INTO THIS EULA OR LICENSE YOU THE SOFTWARE PRODUCTS WITHOUT SUCH DISCLAIMER.  THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU, IN WHICH CASE THE DURATION OF ANY SUCH IMPLIED WARRANTIES IS LIMITED TO 30 DAYS FROM THE DATE THE SOFTWARE PRODUCT IS INSTALLED OR FIRST ACCESSED.  YOU MAY HAVE OTHER LEGAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

7.	Limitation Of Liability

In no event will Light or its licensors and suppliers be liable TO YOU, OR TO ANY PARTY CLAIMING THROUGH OR UNDER YOU, for any loss of profits or data, OR FOR ANY consequential, special, exemplary, incidental OR indirect damages OF ANY KIND, arising out of or RELATED TO this EULA, or YOUR use of, or the results obtained from, the Software Products, Documentation, or any other material provided by Light to You under this EULA.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, the aggregate amounts payable by Light or its licensors or suppliers to You shall not exceed $250.  You acknowledge and agree that the FOREGOING limitations on liability are A fundamental part of the basis of Light's bargain hereunder, and THAT IN THE ABSENCE OF SUCH LIMITATIONS THE TERMS AND CONDITIONS SET FORTH IN THIS EULA WOULD BE SUBSTANTIALLY DIFFERENT.  THE LAWS OF CERTAIN JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF LIABILITY, SO THE ABOVE PROVISION MAY NOT APPLY TO YOU.

8.	Changes

Light is constantly evolving its products.  Light may change, upgrade or update the Software Products at any time, provided that they still meet the written descriptions we have provided to you, including as set out on the product description  pages of our website (accessible here).

Light may also make changes to this EULA, in order to cover new products and services, reflect changes to the existing Software Products and comply with any changes to applicable law. If Light makes significant changes, these will be notified to you via electronic mail and/or the Light Products.

You will not be charged fees for changes to the Software Products without notice.

Fees may apply for additional services and products offered by Light and others, including, but not limited to, services that integrate with the Software Products or extend the functionality of the Software Products.  If you want and agree to purchase these services, such fees shall apply.

9.	Arbitration

(a)	THIS SECTION INCLUDES AN ARBITRATION AGREEMENT AND AN AGREEMENT THAT ALL CLAIMS (EXCEPT AS SET FORTH IN SECTION 9(B)) WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING. PLEASE READ THIS SECTION 9 CAREFULLY. YOU MAY OPT OUT OF ARBITRATION BY FOLLOWING THE OPT OUT PROCEDURE DESCRIBED BELOW.

(b)	The parties both agree that any dispute or claim relating in any way to the Software Products will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims in small claims court if your claims qualify, (ii) Light may seek injunctive relief from any court with jurisdiction to preliminarily enjoin your use of the Software Products in any manner that Light alleges in good faith violates this EULA, and (iii) Light may bring suit in court to enjoin infringement or other misuse of intellectual property rights.  Arbitration is more informal than a lawsuit in court.  There is no judge or jury in arbitration. Instead, the dispute is resolved by a neutral arbitrator.  Court review of an arbitration award is limited.  Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award.  You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Light are each waiving the right to a trial by jury or to participate in a class action.  If you do not want to arbitrate disputes with Light and you are an individual, you may opt out of this arbitration requirement by sending an email to hello@light.co within 30 days of the first date you purchase the L16 Camera. This arbitration provision will survive any termination of this EULA.

(c)	To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Light Labs Inc., P.O. Box 800, Palo Alto, CA 94302 with an electronic copy (which will not constitute notice) to hello@light.co.  If Light seeks to arbitrate a dispute Light has with you, Light will send a letter or email making the request and describing its claim using one of the contact methods you have provided or, if none is provided, at a location or address disclosed in public or third party records.  If you are an individual, the arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes.  If you are not an individual or have used a Software Product on behalf of an entity, the AAA's Supplementary Procedures for Consumer-Related Disputes will not be used.  The AAA's rules are available at www.adr.org or by calling 1-800-778-7879.  Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.  If you are an individual and have not used a Software Product on behalf of an entity, Light will reimburse those fees for claims totaling less than $10,000, unless the arbitrator determines the claims are frivolous, and Light will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous.  You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.  The parties undertake to keep confidential all arbitration proceedings, including awards in their arbitration and all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority.

(d)	The parties each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.  Unless both parties agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.  If this specific provision is found to be unenforceable, then the entirety of this arbitration provision will be null and void.  The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.  If for any reason a claim proceeds in court rather than in arbitration each party waives any right to a jury trial.

10.	Governing Law; Venue

The EULA shall not be governed by the 1980 United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the Sale of Goods, as amended; rather, this EULA shall be governed by the laws of California exclusively, without regard to conflict of law provisions. For any and all claims, other than those in small claims court or those in which Light is seeking injunctive relief pursuant to Section 9(b) above, jurisdiction for any court proceedings arising out of or relating to this EULA will be vested exclusively in, and venue will be in, the state or federal courts sitting in San Francisco, California, except that, following confirmation of an arbitration award in a state or federal court in San Francisco, California, a judgment arising from the same may be executed in any court of competent jurisdiction.

11.	General

You acknowledge that your breach of this EULA will cause irreparable harm to Light for which monetary relief would be insufficient, and you hereby agree that Light will be entitled to seek injunctive relief as well as such further relief as may be granted by any court of competent jurisdiction.  The parties hereto are independent contractors.  Nothing in this EULA will be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties.  Neither party (nor any agent or employee of that party) is the representative of the other party for any purpose and neither party has the power or authority as agent, employee or in any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever.  Neither this EULA nor any rights or obligations under this EULA may be assigned or delegated by you, by operation of law or otherwise, without the prior written consent of Light, which consent may be granted or withheld in Light's sole and absolute discretion.  Any attempted or purported assignment or delegation by you in violation of the previous sentence will be null and void and without effect.  You will use the Software Products only as permitted by any applicable law, including without limitation laws, regulations or restrictions regarding the import, export or resale of data or software, privacy laws or local laws.  All notices, requests and other communications under this EULA must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested, or delivered by hand to the party to whom such notice is required or permitted to be given, at the address set forth herein or provided as part of the license order process.  If mailed, any such notice will be considered to have been given five business days after it was mailed, as evidenced by the postmark.  If delivered by hand, any such notice will be considered to have been given when received by the party to whom notice is given, as evidenced by written and dated receipt of the receiving party.  Either party may change its mailing address by notice as provided by this Section.  If any provision of this EULA will be held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this EULA will remain in full force and effect, and the provision or portion thereof affected will be construed so as to be enforceable to the maximum extent permissible by law.  All waivers must be in writing.  Any waiver of either party to enforce a provision of this EULA on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion.  This EULA may only be amended by a written document signed by both parties.  This EULA is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between them.  If you are a branch or agency of the United States Government or obtaining the Software Product pursuant to a United States Government contract, then the following provision applies.  The Software Product is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212.  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software Product with only those rights set forth therein.



IF YOU ARE A USER BASED INSIDE THE EUROPEAN UNION (INCLUDING THE UNITED KINGDOM), THE FOLLOWING APPLIES:



1.	Permitted Decompilation.  Notwithstanding Section 2 (General) of the EULA:

You may decompile the Software Products where required in order to obtain the information necessary to create an independent program that can be operated with the Software Products or with another program, and provided that the information obtained by you during such activities: (i) is used only for the above objective; (ii) is not disclosed or communicated without Light's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve that objective; and (iii) is not used to create any software that is substantially similar in its expression to the Software Products.

2.	Termination for Cause. Section 5  ("Termination for Cause" only) of the EULA is replaced with the following:

Light may terminate your rights under this EULA immediately on notice if you breach this EULA in a material way. To the extent your breach is capable of being rectified, Light will first give you an opportunity to do so within a reasonable timeframe before terminating.

3.	Light's Responsibility and Liability.  Sections 6 ("No Warranty") and 7 ("Limitation of Liability") of the EULA shall not apply to you.  Instead, the following are Light's responsibility and liability with respect to the Software:

Exclusions Prevented by Law. Light does not exclude or restrict its liability to the extent it would be unlawful to do so, including liability for death or personal injury caused by its negligence or for Light's fraud or fraudulent misrepresentation.

No Liability for Unforeseeable Loss and Damage. Light is not responsible for loss or damage resulting from Light's failure, that is not "foreseeable". Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time this EULA is made, both Light and you are aware that it might occur.

No Liability for Commercial Losses. The Software Products are provided for private use only. Light has no liability for any loss of profit, loss of business, loss of contracts, business interruption, or loss of business opportunity.

Limited Liability for Damage to your Property. Light will not be liable for damage caused by the Software Products to your device or other digital content, where either: (i) this could have been avoided by installing or accepting an update from Light; or (ii) the damage was caused by you failing to correctly follow Light's installation instructions or system requirements.

No Liability regarding Software Compatibility. Except as we expressly state, the Software Products are not designed to be compatible with or used in conjunction with any other software applications. Light is not responsible for any loss caused by use of the Software Products in conjunction with such other software applications.

No Warranty Regarding Suitability for Individual Requirements. The Software Products have not been developed to meet your specific requirements. To the extent permitted under applicable law, it is your responsibility to ensure that the Software Products as described in the Documentation are suitable for your intended purposes.

Your Responsibility for Back Up. It is your responsibility to back-up all content and data that you require, which is stored on the Software Products.

No Liability for Events outside of Light's Control. Light is not responsible for events outside its control, provided that Light will notify you as soon as possible, take steps to minimise the effects of the delay and, where appropriate, enable you to end your contract with Light and receive any relevant refund.

4.	Governing Law and Disputes.  Section 9 ("Arbitration") and Section 10 ("Governing Law; Venue") of the EULA do not apply and are instead replaced with the following:

These terms are governed by the laws of the State of California. However, the additional consumer rights and protections you are entitled to under the laws of the country in which you are based will also apply.  In the event of any dispute which you are not able to resolve by contacting us, you can bring legal proceedings in the courts. Alternatively, you may submit any dispute to the European Commission Online Dispute Resolution platform for online resolution.

5.	General.  Section 11 ("General") of the EULA does not apply and is replaced by the following:

Neither this EULA nor any rights or obligations under this EULA may be assigned or delegated by you, by operation of law or otherwise, without the prior written consent of Light. Consent may be granted or withheld in Light's sole and absolute discretion.

You will use the Software Products only as permitted by applicable law, including without limitation laws, regulations or restrictions regarding the import, export or resale of data or software, data protection laws and other local laws.

All notices, requests and other communications to Light must be in writing and sent either by email or post to the following addresses:



hello@light.co

Light Labs Inc.

PO Box 800

Palo Alto, CA 94302



If any provision of this EULA is held invalid or unenforceable by a court, the remaining provisions of this EULA will remain in full force and effect (and the specific provision deemed invalid or unenforceable will be enforceable as far as permitted).

If Light does not insist immediately that you do anything required in accordance with these terms or delays in taking action regarding your breach, this will not prevent Light insisting or taking action at a later date.



