IQinVision Software End User License Agreement

IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.

Do not copy, install, or use the IQinVision NVR Software (the “Software”) provided under this license agreement ("Agreement"), until you have carefully read the following terms and conditions.

By clicking on the “I AGREE” button below or copying, installing, or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not copy, install, or use the Software.

LICENSE GRANT: Subject to the terms and conditions of this Agreement, and payment of the appropriate license fee, IQinVision grants to you a limited, revocable, non-exclusive, non-assignable right to install and use the Software in object code format, and any updates thereto that IQinVision may offer in the future, on up to four (4) IQinVision cameras.

PAYMENT: For the Software to be activated, you must pay the appropriate license fee to IQinVision.

LICENSE RESTRICTIONS: You hereby acknowledge and agree that you may not, and you may not permit others to, (a) use, copy, display, transfer, adapt, modify or distribute (electronically or otherwise) the Software, except as expressly permitted under this agreement, (b) reverse engineer, reverse assemble, reverse compile, or otherwise translate the Software, unless expressly permitted by applicable law without the possibility of contractual waiver, (c) sublicense (except as expressly authorized under this Agreement), assign or transfer the license for the Software, (d) publish, rent or lease the Software any copy thereof, or (e) circumvent or disable any security or other technological features or measures used by IQinVision. You agree to use the Software only as set forth above and in compliance with the terms of this Agreement.

OWNERSHIP: This Agreement is a license and not an agreement for sale. No title to or ownership in the Software is transferred to you. IQinVision or its licensors, as applicable, shall at all times remain the sole owners of all right, title, interest in and to the Software, including, but not limited to, all trademarks, copyrights, patent rights, and all other intellectual property rights embodied therein and any copies, derivative works, corrections, bug fixes, enhancements, updates or modifications made thereto. The Software is copyrighted and protected by United States copyright laws and international treaty provisions. You will not remove any copyright notice from the Software. IQinVision reserves all rights not expressly granted to you in this Agreement and no other rights or licenses are granted herein by implication, estoppel or otherwise.

NO WARRANTIES: TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SOFTWARE IS PROVIDED TO YOU "AS IS," WITHOUT ANY WARRANTY OF ANY KIND. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, IQINVISION EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOFTWARE OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IQINVISION DOES NOT WARRANT THE RESULTS OBTAINED OR NOT OBTAINED BY YOUR USE OF THE SOFTWARE. IQINVISION HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR THAT THE OPERATION THEREOF WILL BE ERROR-FREE OR SECURE. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY: IN NO EVENT SHALL IQINVISION, ITS LICENSORS OR ANY OF THEIR AFFILIATES, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, “AFFILIATES”) BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF INFORMATION, LOSS OF DATA, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SOFTWARE OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

TERMINATION OF THIS LICENSE: IQinVision may terminate this license at any time if you are in breach of any of its terms and conditions. Upon termination, you will immediately uninstall the Software from the cameras and return or destroy all copies of the Software in your possession or control.

NOTICE TO UNITED STATES GOVERNMENT END USERS: If you are a unit or agency of the United States Government, the following applies: The Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in Subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in Subparagraph 252.227-7013 (c)(1)(ii) of the Rights in Technical Data and Computer Software at DFARS, and in similar clauses in the NASA FAR Supplement. Contractor/manufacturer is IQinVision, Inc.

EXPORT RESTRICTIONS: You agree to comply with all export and reexport restrictions and regulations (“Export Restrictions”) imposed by the United States or any other country in which you conduct business. Without limiting the generality of the foregoing, and regardless of any disclosure made by you to IQinVision regarding an ultimate destination of the Software, you represent and warrant that you understand the U.S. law currently prohibits the export or reexport, directly or indirectly (including via remote access) of U.S. origin products and technology to certain proscribed countries (including Cuba, Iran, Sudan, North Korea and Syria and/or any other country that may become subject to an embargo by the United States), entities, organizations and individuals, without prior authorization from the U.S. Government. You will not commit any act or omission that will result in a breach of any such Export Restrictions. Your breach of this clause shall constitute cause for immediate termination of this Agreement.

HIGH RISK ACTIVITIES: The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). IQinVision specifically disclaims any express or implied warranty of fitness for High Risk Activities.

MISCELLANEOUS: The laws of the State of California, United States of America, exclusive of conflict-of-laws provisions, shall govern this Agreement in all respects. Any dispute between you and IQinVision regarding this Agreement will be subject to the exclusive venue of the state and federal courts in Orange County, California. You expressly waive all defenses to jurisdiction. This Agreement is the entire agreement between us and supersedes any other communications or advertising with respect to the Licensed Software. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. IQinVision’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.