EULA

iGeoTrak Software End User License Agreement

1. Introduction and Acceptance.

This Software License Agreement (the “Agreement”) is a legal agreement between you (either an individual or an entity) and Cogent3D, Inc. (the “Licensor”) regarding the use of Licensor’s software entitled [iGeoTrak], which includes user documentation provided in electronic form (together, the “Software”). BEFORE YOU USE THIS SOFTWARE, YOU HEREBY AGREE AND ACCEPT THE TERMS OF THIS DOCUMENT. PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY USING THIS SOFTWARE, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE DO NOT USE OR INSTALL THE SOFTWARE ON YOUR COMPUTER BASED SYSTEM. IF YOU DO NOT INSTALL THIS SOFTWARE PLEASE DESTROY, RETURN OR DELETE ALL COPIES IN YOUR POSSESSION.

2. Grant of License.

Subject to the restrictions set forth below, this Agreement grants you a non-exclusive, perpetual license to use one branded application (iGeoTrak) with multiple revisions and with multiple end-user installations of the iGeoTrak Software in object code format only. The Software is “in use” on a computer, server, cloud, and mobile device when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer. The license granted hereunder shall not be effective until you have paid in full all license fees for your software due and payable to the Licensor.

3. Ownership.

The license granted hereunder does not constitute a transfer or sale of Licensor’s ownership rights in or to the Software. Except for the license rights granted above, Licensor retains all right, title and interest in and to the Software, including all intellectual property rights therein. The Software is protected by applicable intellectual property laws, including United States copyright laws and international treaties.

4. License Restrictions.

YOU MAY NOT RENT, LEASE, or SUBLICENSE THE SOFTWARE OR ANY OF YOUR RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT. You may not reverse engineer, decompile, or disassemble the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not remove or destroy any copyright notices or other proprietary markings.

5. Confidentiality.

You shall hold in the strictest confidence the Software and any related materials or information including, but not limited to, any technical data, research, product plans or know-how provided by Licensor to you, either directly or indirectly in writing, orally or by inspection of tangible objects (“Confidential Information”). You shall not disclose any Confidential Information to third parties, including any of your employees who do not have a need to know such information and you shall take reasonable measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. You shall immediately notify the Licensor in the event of any unauthorized or suspected use or disclosure of the Confidential Information.

6. Termination.

This Agreement shall be effective upon installation of the Software and SHALL TERMINATE UPON THE EARLIER OF: (i) YOUR FAILURE TO COMPLY WITH ANY TERM OF THIS AGREEMENT; OR (ii) RETURN, DESTRUCTION OR DELETION OF ALL COPIES OF THE SOFTWARE IN YOUR POSSESSION. Licensor’s rights and your obligations shall survive the termination of this Agreement. Upon termination of this Agreement by Licensor, you shall certify in writing to Licensor that all copies of the Software, or any portion thereof, have either been returned to Licensor or otherwise destroyed or deleted from any of your computer libraries or storage devices.

7. Limited Warranty.

Licensor warrants only that the Software will perform substantially in accordance with the documentation accompanying the Software for a period of ninety (90) days after receipt by you. Licensor’s entire liability and your exclusive remedy for breach of this warranty shall be, at Licensor’s option, either (i) refund of the license fee paid by you; or (b) repair or replacement of the Software that does not meet the warranty set forth herein and that is returned to Licensor with a copy of your receipt. This limited warranty shall be void if failure of the Software has resulted from any accident, abuse, misuse or misapplication by you. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

8. NO OTHER WARRANTIES.

THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY AND FITNESS FOR LICENSEE’S PURPOSE WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT. THERE IS NO WARRANTY THAT THE SOFTWARE, THE INFORMATION THEREIN OR OUR EFFORTS WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS.

9. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES WILL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER SUCH PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS ARE INDEPENDENT OF THE EXCLUSIVE REMEDY PROVIDED IN SECTION 7 ABOVE AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF SUCH EXCLUSIVE REMEDY. IN NO EVENT SHALL LICENSOR’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY YOU FOR THE SOFTWARE; PROVIDED, HOWEVER, IF YOU HAVE ENTERED INTO A SUPPORT SERVICES AGREEMENT, LICENSOR’S LIABILITY FOR SUPPORT SERVICES SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT. THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DAMAGES SHALL NOT APPLY TO CONSEQUENTIAL DAMAGES FOR PERSONAL INJURY.

10. Trademarks.

Certain of the product and Licensor names used in this Agreement, the Software and the documentation may constitute trademarks of the Licensor or third parties. You are not authorized to use any such trademarks.

11. Export Restrictions.

You may not export or re-export the Software without (i) the prior written consent of Licensor; and (ii) complying with applicable export control laws and obtaining any necessary permits and licenses.

12. General.

This Agreement is governed by the laws of the State of Delaware, without reference to its conflict of laws principles. Any dispute between you and Licensor regarding this Agreement shall be subject to the exclusive jurisdiction of the courts of the State of Delaware in connection with any action arising under this Agreement. This Agreement is the entire agreement between you and Licensor and supersedes any other communications with respect to the Software. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect.

13. Customer Data.

iGeoTrak DOES NOT SELL, RENT, BASELINE, AGGREGATE, OR SHARE LICENSOR CONTENT OR PERSONAL INFORMATION WITHOUT YOUR CONSENT. The data loaded onto the iCropTrak server either directly or collected by the iCropTrak platform are the sole ownership of the client.  The data will be hosted as long as the client has an active account with iGeoTrak or until which time requested the information be deleted.

14. Questions.

Should you have any questions concerning this Agreement, or if you desire to contact Licensor for any reason, please contact Contact@cogent3d.com