EULA

End User License Agreements

OptiTrack EULAs

For the Optitrack Motive product

THIS END USER LICENSE AGREEMENT (“EULA”) IS ENTERED INTO BETWEEN YOU AND NATURALPOINT, INC. (“NATURALPOINT,” “WE,” “OUR,” OR “US”) AND GOVERNS YOUR USE OF NATURALPOINT’S OPTITRACK SOFTWARE (TOGETHER WITH ANY UPGRADES, UPDATES, PATCHES, MODULES, FEATURE ENHANCEMENTS AND ADDITIONAL VERSIONS OF THE OPTITRACK SOFTWARE THAT REPLACE OR SUPPLEMENT THE ORIGINAL OPTITRACK MOTIVE SOFTWARE, AND ANY ACCOMPANYING MANUALS, CONFIGURATION AND/OR OPERATION INSTRUCTIONS AND DOCUMENTATION, THE “SOFTWARE”) PROVIDED TO YOU BY NATURALPOINT.

THIS EULA DOES NOT GRANT YOU ANY RIGHT OR INTEREST IN OR TO NATURALPOINT’S OPTITRACK SDK OR API. NATURALPOINT’S OPTITRACK SDK AND API ARE LICENSED UNDER SEPARATE LICENSE TERMS AND CONDITIONS, ACCESSIBLE HERE: https://optitrack.com/about/legal/eula.html.

IF YOU DOWNLOAD, INSTALL OR USE THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY THIS EULA. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS EULA ON BEHALF OF THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SOFTWARE. IF YOU DO NOT ACCEPT THE TERMS OF THIS EULA, THEN YOU ARE NOT PERMITTED TO INSTALL, ACCESS, DOWNLOAD OR OTHERWISE USE THE SOFTWARE.

LICENSE

Subject to your compliance with this EULA, NaturalPoint hereby grants you a personal, limited, nonexclusive, nontransferable, nonsublicensable, revocable, worldwide license to download, install, access and use the Software solely with NaturalPoint’s Optitrack hardware products (the “Hardware”) or to process data gathered by the Hardware.

LICENSE LIMITATIONS

Compliance. You agree that you will comply with: (a) all instructions and requirements in any Software documentation that NaturalPoint provides or makes available to you (the “Documentation”); and (b) all applicable local, state, national, and international laws and regulations (as each of these may be amended or modified from time to time (“Applicable Laws”)) with respect to your use of the Software.

Restrictions. Except as expressly permitted by this EULA, you may not, and you will not encourage, assist or authorize any other person to: (a) incorporate any portion of the Software into your own programs or compile any portion of the Software in combination with your own programs; (b) sell, rent, lease, lend, loan, distribute, act as a service bureau or managed service, publicly communicate, transform, or sublicense the Software or otherwise assign any rights to the Software in whole or in part to any third party; (c) modify, alter, tamper with, repair, or otherwise create derivative works of the Software; (d) reverse engineer, disassemble, or decompile the Software or apply any other process or procedure to derive the source code of any software included in the Software or to otherwise determine or attempt to determine how the Software works or operates; (e) use the Software to process, transmit or otherwise make available any content that infringes or misappropriates the intellectual property rights or other proprietary rights of any third party, or without an appropriate license, permission or certification (including as may be required by Applicable Laws); or (f) use the Software to create additional software that replicates the functionality of, or is intended to replace, the Software. You will not use, modify or distribute the Software in any manner that would require disclosure, license, or distribution of the source code of the Software or grant others any rights to modify the Software. You will not remove, modify, or obscure any copyright, patent, trademark or other proprietary or attribution notices on or in any Software. Copies of the Software are permitted only for back-up purposes and must be marked by you as a back-up copy. You may not make copies of the Documentation unless expressly authorized by NaturalPoint in writing (email to suffice).

RESERVATION OF RIGHTS

The Software is owned by NaturalPoint, our affiliates and our licensors. The structure, organization, and code of the Software are our valuable trade secrets and constitute our confidential information. You acknowledge and agree that title to the Software and all the copies thereof, including all industrial and intellectual property rights (including the exclusive rights of economic exploitation), copyright, trade secrets and patent rights, are owned by NaturalPoint, our affiliates and our licensors. The Software is protected by Applicable Laws, including without limitation copyright laws and international treaty provisions. Except for the rights explicitly granted to you in this EULA, all right, title and interest in the Software are reserved and retained by us, our affiliates, or our licensors. You do not acquire any intellectual property rights or other rights in the Software as a result of downloading, installing, accessing or using the Software.

SUGGESTIONS

If you elect to provide any Suggestions to NaturalPoint or its affiliates, NaturalPoint and its affiliates will be entitled to use the Suggestions without restriction. For purposes of this EULA, “Suggestions” means all suggested improvements, enhancement or other feedback concerning the Software that you provide to NaturalPoint or its affiliates.

THIRD PARTY SOFTWARE AND NOTICES

Some components of the Software (whether developed by NaturalPoint, its affiliates or third parties) (the “Third Party Software”) may be governed by separate licenses, as indicated in the license, notice, readme, or other files distributed with the applicable component of the Software. Your license rights with respect to Third Party Software are defined by the applicable Third Party Software license, and nothing in this EULA will restrict limit, or otherwise affect any rights or obligations you may have, or conditions to which you may be subject under such Third Party Software licenses. You agree to be bound by and subject to the terms and conditions of each applicable Third Party Software license. If you do not agree to be bound by and subject to the terms and conditions of each applicable Third Party Software license, you must terminate this EULA by uninstalling and destroying all copies of the Software that are in your possession or control. If NaturalPoint’s rights from a licensor of Third Party Software are limited, suspended or terminated for any reason, your rights will also be so limited, suspended or terminated.

TERMINATION

NaturalPoint may terminate this EULA upon written notice to you if you fail to comply with any term of this EULA. This EULA (including any rights granted to you in this EULA) will further immediately and automatically terminate without notice from NaturalPoint if you: (a) fail to implement any required security or other updates; or (b) bring any action against us or our affiliates alleging the infringement of your intellectual property rights or other proprietary rights.

Upon termination, you must cease all access to and use of the Software, remove the Software from all computers and servers on which it is installed, and destroy (and certify in writing such destruction) all copies of the Software.

WARRANTY; DISCLAIMERS

No Warranty: Disclaimers. THE SOFTWARE IS DELIVERED TO YOU “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THIRD PARTY SOFTWARE IS ALSO PROVIDED TO YOU “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NATURALPOINT AND ITS LICENSORS, AND EACH OF THEIR RESPECTIVE AFFILIATES AND SUPPLIERS (COLLECTIVELY, THE “RELEASED PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING FROM ANY ACTUAL OR ALLEGED COURSE OF DEALING, USAGE OR TRADE PRACTICE. FURTHER, NATURALPOINT DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS IN THE SOFTWARE ARE CORRECTABLE OR WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A RELEASED PARTY OR AN AUTHORIZED REPRESENTATIVE OF A RELEASED PARTY WILL CREATE A WARRANTY. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

High Risk Applications. THE SOFTWARE IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS REQUIRING FAULT TOLERANCE OR FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, MEDICAL OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPON SYSTEMS, IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH RISK APPLICATIONS"). NAUTRALPOINT AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK APPLICATIONS.

LIMITATION OF LIABILITY

Liability Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY RELEASED PARTY BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE RELEASED PARTY KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU.

Damages Cap. THE AGGREGATE LIABILITY UNDER THIS EULA OF A RELEASED PARTY WILL NOT EXCEED THE LESSER OF $10,000 USD OR THE AMOUNT RECEIVED FROM YOU BY NATURALPOINT FOR THE SOFTWARE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE RELEVANT CLAIM AROSE.

THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER NATURALPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

INDEMNIFICATION

You will defend, indemnify, and hold harmless NaturalPoint, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to any third party claim concerning: (a) your downloading, installation, use, reproduction or distribution of the Software (including in combination with devices, software, or other items); (b) your unauthorized use of the Software; or (c) your breach of this EULA or violation of Applicable Laws. You will reimburse us for our reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in this paragraph at our then-current hourly rates.

EXPORT, IMPORT AND GOVERNMENT RESTRICTIONS

You acknowledge that the Software is subject to U.S. export jurisdiction. You are solely responsible for complying with all Applicable Laws that apply to the download, installation and use of the Software in your jurisdiction. You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, the Software or any computer equipment or device containing the Software to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, U.S. Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority, including all end-user, end-use and destination restrictions issued by U.S. and other governments. You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the U.S. Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list, and the U.S. Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority. You understand that certain functionality of the Software may be subject to use, import or export restrictions in the event that you transfer the Software from the country of delivery and you are responsible for complying with any such applicable restrictions. The Software is provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Software. If you are using the Software on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Software. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

SURVIVAL

The following paragraphs survive termination: “RESERVATION OF RIGHTS”; “SUGGESTIONS”; “WARRANTY; DISCLAIMERS”; “LIMITATIONS OF LIABILITY”; “INDEMNIFICATION”; and “GENERAL.”

AMENDMENT

We may amend this EULA at any time in our sole discretion by posting the revised terms at https://optitrack.com/about/legal/eula.html or within an update or upgrade of the Software. Your continued use of the Software after the effective date of the amended EULA evidences your agreement to be bound by it. If you do not agree to a change, you must stop using the Software and terminate this EULA.

PUBLIC REFERENCE

You consent to the public use of your personal and/or corporate name as a customer of NaturalPoint, unless you notify NaturalPoint in writing that you withhold such consent.

GENERAL

Governing Law; Disputes. This EULA is governed by the laws of the State of Oregon and the United States of America, without regard to conflict of law principles. The United Nations Convention for the International Sale of Goods shall not apply. Any dispute relating in any way to the Software or this EULA will only be adjudicated in a state or federal court located in Multnomah County, Oregon. Each party consents to exclusive jurisdiction and venue in these courts. Notwithstanding the foregoing, any party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such party’s, its affiliates’ or any third party’s intellectual property or other proprietary rights.

Force Majeure. NaturalPoint and its affiliates shall not be liable for any delay or failure to perform any obligation under this EULA where the delay or failure results from any cause beyond its reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outage, utilities or other telecommunications failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

Data Privacy. We will only use Account Information in accordance with the NaturalPoint Privacy Notice, located at https://optitrack.com/about/legal/privacy-policy.html (and any successor or related locations designated by us), as may be updated by us from time to time, and you consent to such usage. You further acknowledge and agree that personal information supplied by you, including Account Information, may be transferred to other countries or jurisdictions outside of your country or jurisdiction of residence, and that the protections afforded such information under the laws and regulations of the country or jurisdiction to which the information is transferred may not be comparable to or as protective as the protections afforded such information in your country or jurisdiction of residence. You represent and warrant that your creation, collection, receipt, access, use, storage, disposal, transfer and disclosure of your employees’ personal information does and will comply with all applicable federal, national, state, municipal and local privacy and data protection laws, as well as all other applicable regulations and directives, and that you have obtained all consents required by the foregoing laws. “Account Information” means information about you that you provide to us in connection with this EULA. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your NaturalPoint account.

Notices. We may provide any notice to you under this EULA by sending a message to the email address then associated with your account. Notices we provide by email will be effective when we send the email, whether or not you actually receive the email. It is your responsibility to keep your email address current. To give us notice under this EULA, you must contact NaturalPoint by personal delivery, overnight courier or registered or certified mail to the mailing address listed below. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one (1) business day after they are sent. Notices provided registered or certified mail will be effective three (3) business days after they are sent.

NaturalPoint, Inc.
Attn: Legal Department
3658 SW Deschutes St.
Corvallis, OR 97333

Independent Contractors; Non-Exclusive Rights. NaturalPoint and you are independent contractors, and this EULA will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

Language. All communications and notices made or given pursuant to this EULA must be in the English language. If we provide a translation of the English language version of this EULA, the English language version of the EULA will control if there is any conflict.

No Third Party Beneficiaries. Except as set forth in the INDEMNITY paragraph above, this EULA does not create any third party beneficiary rights in any individual or entity that is not a party to this EULA.

Entire Agreement and Severability. Unless you have entered into another written agreement with respect to the Software which has been signed by you and an authorized representative of NaturalPoint and which conflicts with the terms of this EULA, you agree that this EULA supersedes all prior written or oral agreements, warranties or representations with respect to use of the Software. If any term (or part thereof) of this EULA is found to be invalid or unenforceable, the remaining provisions (including other valid parts within the effected term) will remain effective. You acknowledge that you have read this EULA, that you understand it, that you agree to be bound by its terms, and that this is the complete and exclusive statement of the agreement between you and NaturalPoint regarding the Software. Our failure to insist upon or enforce your strict compliance with this EULA will not constitute a waiver of any of our rights.

CONTACT INFORMATION

If you have any questions about this EULA, or if you want to contact NaturalPoint for any reason, please visit our website for current contact information at: www.naturalpoint.com

NATURALPOINT, MOTIVE and OPTITRACK are trademarks of NaturalPoint, Inc.

OptiTrack SDK EULA

THIS END USER LICENSE AGREEMENT (“EULA”) IS ENTERED INTO BETWEEN YOU AND NATURALPOINT, INC. (“NATURALPOINT”) AND GOVERNS YOUR USE OF NATURALPOINT’S OPTITRACK SDK (AS DEFINED BELOW).

THIS EULA DOES NOT GRANT YOU ANY RIGHT OR INTEREST IN OR TO NATURALPOINT’S OPTITRACK SOFTWARE. NATURALPOINT’S OPTITRACK SOFTWARE IS LICENSED UNDER SEPARATE LICENSE TERMS AND CONDITIONS, ACCESSIBLE HERE: https://optitrack.com/about/legal/eula.html.

IF YOU DOWNLOAD, INSTALL, ACCESS OR USE THE OPITRACK SDK, YOU ACCEPT AND AGREE TO BE BOUND BY THIS EULA. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS EULA ON BEHALF OF THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE OPTITRACK SDK. IF YOU DO NOT ACCEPT THE TERMS OF THIS EULA, THEN YOU ARE NOT PERMITTED TO INSTALL, ACCESS, DOWNLOAD OR OTHERWISE USE THE OPTITRACK SDK.

Optitrack SDK. This EULA governs your use of the OptiTrack SDKs, including the OptiTrack Camera SDK and Motive API, defined to mean NaturalPoint’s proprietary: (a) user documentation provided in printed and/or electronic media; (b) application programs, utilities, tools and API information; (c) sample or demonstration software code; and/or (d) any updates or upgrades thereto (to the extent updates or upgrades are made available by OptiTrack).
License Grant. Subject to your payment of applicable fees, if any, and your strict compliance with the terms and conditions of this EULA, NaturalPoint hereby grants to you, during the term of this EULA, a limited, revocable, non-exclusive, non-transferrable (except as permitted in this Section 2), non-sublicensable (except as permitted in this Section 2) license to:
1. use the Optitrack SDK solely to develop, test and create your own products as authorized in Section 4(b) below (“Product(s)”); and
2. copy, distribute, and sublicense the distributable elements of the OptiTrack SDK solely as part of the Products for installation on your end-customers’ devices and subject to the terms of a legally binding license agreement between you and the end-customer that complies with Section 4(c) below.
The foregoing license rights are non-transferable and non-sublicensable, provided that, you may sublicense the license rights granted in this Section 2 above solely to your third party distributors so as to permit such third party distributors to distribute and/or make available the Products to end-customers.
Ownership and Reservation of Rights. The OptiTrack SDK is licensed and not sold. NaturalPoint and/or its affiliates or licensors will and do retain all right, title and interest in and to the OptiTrack SDK, and any and all patent, copyright, trademark, trade secret, and any other intellectual property or industrial rights in and to or relating to the OptiTrack SDK, including any modifications, improvements, updates, and derivative works thereof or thereto. NaturalPoint reserves all rights and interests in and to the OptiTrack SDK and all other NaturalPoint intellectual property rights that are not expressly granted to you under this EULA, and you do not acquire any other rights, whether express, implied or otherwise, in the OptiTrack SDK or any other NaturalPoint intellectual property rights or technology other than those rights expressly granted under this EULA.
Restrictions and Obligations.
1. Restrictions. Except as expressly permitted herein, you will not, and will not permit, encourage, or enable any third party to: (i) sell, sublicense, rent, loan or lease any portion of the OptiTrack SDK to any third party; (ii) modify, disassemble, decompile or reverse engineer any part of the OptiTrack SDK (except that you may modify any sample or demonstration source code included in the OptiTrack SDK); (iii) copy (except for reasonable backup purposes and with all labelling and proprietary rights notices intact) or otherwise reproduce the OptiTrack SDK, in whole or in part, or modify, adapt, alter, translate or incorporate into or with other software or technology or create a derivative work of any part of, the OptiTrack SDK; (iv) remove, modify, or otherwise tamper with proprietary rights notices or legends on the OptiTrack SDK; (v) use the OptiTrack SDK in any manner to provide service bureau, time sharing or other computer services to third parties; (vi) distribute the SDK (other than the distributable elements of the OptiTrack SDK used or incorporated in the Products in accordance with this EULA) or any license key(s); (vii) use the OptiTrack SDK in or as part of the development of any product or service that is competitive with or similar to the OptiTrack SDK; or (viii) disclose the results of any performance benchmark or similar testing of the OptiTrack SDK to any third party without NaturalPoint’s prior written consent.
2. Products. You agree as follows with respect to the Products:
  1. The Products shall not substantially replicate the functionality of the products or services offered by NaturalPoint. Subject to the preceding sentence and your other obligations and responsibilities under this EULA, you may develop and distribute Products that are similar to or that otherwise compete with NaturalPoint products or services, provided that such Products add substantial additional functionality beyond the functionality available through NaturalPoint’s products or services.
  2. You acknowledge and agree that you are solely responsible for, and that NaturalPoint has no responsibility or liability of any kind in connection with, the content, development, operation, support or maintenance of any Products. Without limiting the foregoing, you will be solely responsible for: (1) the technical installation and operation of the Products; (2) creating and displaying information and content on, through or within the Products; (3) ensuring that the Products do not violate or infringe the intellectual property rights of any third party; (4) ensuring that the Products are not offensive, profane, obscene, libelous or otherwise illegal or in violation of applicable laws; (5) ensuring that the Products do not contain or introduce any virus, Trojan horse, worm, software lock, drop dead device or any other limiting routine or harmful code into any NaturalPoint or end-customer IT systems, networks, hardware or software; and (6) ensuring that the Products are not designed to or utilized for the purpose of spamming end users or any third parties.
  3. You acknowledge and agree that you are solely responsible for providing all support and technical assistance to end-customers of the Products. NaturalPoint has no obligation to provide such support or technical assistance to end-customers or their users, and you agree not to represent to end-customers or their users that NaturalPoint is available to provide such support or technical assistance.
3. End-Customer Agreement. You agree to cause each end-customer to whom you provide or distribute a Product to agree to a binding end user license agreement including terms and conditions that are at least as protective of the OptiTrack SDK and NaturalPoint’s intellectual property rights associated therewith or embodied therein as the terms and conditions of this EULA. Such agreement shall further disclaim any and all representations and warranties on the part of NaturalPoint, and exclude and disclaim all liability of any kind on the part of NaturalPoint.
4. Testing. You will be solely responsible for the testing and evaluation of the OptiTrack SDK for your purposes.
5. APIs. The license rights granted in Section 2 above may include the right to make calls to certain APIs owned or controlled by NaturalPoint. The parties agree as follows with respect to the APIs:
  1. You shall not: (1) under any circumstances, use the APIs in any manner that does or could potentially undermine the security of the APIs, or interfere with, modify or disable any features, functionality, or security controls of the APIs (or attempt to do any of the foregoing); or (2) exceed rate or call limits in connection with the APIs, as determined by NaturalPoint.
  2. NaturalPoint shall use commercially reasonable efforts to ensure that the APIs are available for use and/or access on an uninterrupted basis. However, you acknowledge and agree that the APIs will not always be available, as a result of, among other things, scheduled maintenance, system downtime, failures of the Internet generally, and other causes. In the event the APIs become unavailable for access and/or use (other than as a result of scheduled maintenance and/or system downtime), NaturalPoint shall use commercially reasonable efforts to restore such availability. THE FOREGOING REMEDIES ARE YOUR SOLE AND EXCLUSIVE REMEDIES UNDER THIS EULA FOR ANY UNAVAILABILITY OF THE APIS. YOU ACKNOWLEDGE AND AGREE THAT EXCEPT AS OTHERWISE SET FORTH HEREIN, NATURALPOINT SHALL HAVE NO LIABILITY TO YOU AND/OR TO ANY END-CUSTOMER OR OTHER THIRD PARTY WITH RESPECT TO ANY SUCH UNAVAILABILITY.
6. Compliance with Laws; Privacy. You agree that in using the OptiTrack SDK, you will comply with all applicable laws and protect the privacy and legal rights of end-customer users. Without limiting the foregoing, you agree to prominently display a privacy notice that describes to end-customer users the information that is collected by you and your Product and how such information is used and shared. You will maintain and process all end-customer user information in accordance with your privacy notice and all applicable laws in any countries in which the Products are used.
Trademarks. To the extent the OptiTrack SDK displays NaturalPoint’s trademark, trade names, logos or other branding (the “NaturalPoint Marks”), NaturalPoint hereby grants to you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable, royalty-free license, during the term of this EULA only and subject to the terms and conditions set forth herein, to display the NaturalPoint Marks as part of the normal operation of the OptiTrack SDK. You acknowledge NaturalPoint’s ownership of and exclusive rights in and to the NaturalPoint Marks and all goodwill associated therewith, and acknowledge and agree that any and all use of the NaturalPoint Marks shall inure to the sole and exclusive benefit of NaturalPoint. You agree not to take any action or engage in any conduct that is inconsistent with or contrary to NaturalPoint’s sole and exclusive rights in and ownership of the NaturalPoint Marks. NaturalPoint does not grant you any other rights to use the NaturalPoint Marks, whether by implication, estoppel or otherwise.
Support Services. NaturalPoint is not obligated under this EULA to provide any technical support for the OptiTrack SDK. If any such technical support is provided, such support is provided is “as is”, with all faults”, and without representations or warranties of any kind.
Updates. NaturalPoint, at its discretion, may make available to you updates or upgrades to the OptiTrack SDK. In the event that NaturalPoint provides any such updates or upgrades, the terms and conditions of this EULA will govern any such updates or upgrades, except that if such upgrades or updates are accompanied by a separate set of terms, those terms will govern and control the use of the upgrades or updates to the extent of any conflict with or terms that are in addition to this EULA.
Disclaimer. THE OPTITRACK SDK IS PROVIDED “AS IS” AND WITH ALL FAULTS. NATURALPOINT AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NATURALPOINT DOES NOT REPRESENT OR WARRANT THAT THE OPTITRACK SDK WILL MEET YOUR REQUIREMENTS, THAT THE OPTITRACK SDK IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM(S), OR THAT THE USE OF THE OPTITRACK SDK WILL BE UNINTERRUPTED, ERROR- FREE, OR FREE FROM ANY INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT(S), INCLUDING BUT NOT LIMITED TO, PATENTS, UTILITY MODELS, TRADEMARKS OR COPYRIGHTS, OR THAT DEFECTS IN THE OPTITRACK SDK WILL BE CORRECTED. FURTHERMORE, NATURALPOINT AND ITS AFFILIATES DO NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE USE BY YOU OF THE OPTITRACK SDK (INCLUDING THE RESULTS GENERATED BY SUCH USE), INCLUDING WITHOUT LIMITATION, THE CORRECTNESS, ACCURACY, QUALITY, CURRENTNESS, OR RELIABILITY OF THE OPTITRACK SDK OR ANY CORRESPONDING RESULTS, OR THE APPROPRIATENESS OF THE OPTITRACK SDK OR ANY CORRESPONDING RESULTS FOR A PARTICULAR TASK OR APPLICATION. NATURALPOINT AND ITS AFFILIATES DO NOT WARRANT THAT YOU WILL BE ABLE TO DEVELOP OR MAKE A PRODUCT USING THE OPTITRACK SDK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NATURALPOINT OR ITS REPRESENTATIVES SHALL CREATE A REPRESENTATION OR WARRANTY ON THE PART OF NATURALPOINT WITH RESPECT TO THE OPTITRACK SDK. ALL RISK ASSOCIATED WITH THE USE OF THE OPTITRACK SDK IS WITH YOU.
High Risk Applications. THE OPTITRACK SDK IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS REQUIRING FAULT TOLERANCE OR FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, MEDICAL OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPON SYSTEMS, IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH RISK APPLICATIONS"). NAUTRALPOINT AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK APPLICATIONS.
Limitation of Liability. IN NO EVENT WILL NATURALPOINT AND ITS AFFILIATES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, USE, OR COST OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT (INCLUDING AN ACTION IN CONTRACT OR TORT), AND REGARDLESS OF WHETHER NATURALPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE. YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION AND IN THE OTHER PROVISIONS OF THIS AGREEMENT AND THE ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH NATURALPOINT WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. IN THE EVENT OF ANY CLAIM RELATED IN ANY WAY TO THIS AGREEMENT OR THE OPTITRACK SDK, YOU ACKNOWLEDGE AND AGREE THAT NATURALPOINT’S AND ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE AMOUNT OF ONE-HUNDRED U.S. DOLLARS (U.S. $100 NOTHING IN THIS SECTION EXCLUDES OR LIMITS NATURALPOINT’S LIABILITY FOR MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification. You agree to defend, indemnify and hold harmless NaturalPoint and its affiliates, and each of their respective officers, directors, agents, and employees, for, from, and against any and all claims, demands, loss, damage, liability, cost, or expense (including, but not limited to, attorneys' fees at trial, on appeal, and on any petition for review), arising out of or related to: (a) your breach or failure to comply with any Open Source Software license or other third party software license; (b) your breach of this EULA; (c) the conduct of your business; (d) your use of the OptiTrack SDK or the NaturalPoint Marks; (e) your Products; or (f) your infringement, misappropriation, or violation of the intellectual property rights or other proprietary rights of any third party.
Termination.
1. This EULA commences on the date you click to accept the terms and conditions of this EULA when provided the opportunity to do so, and will continue in effect until terminated. You may terminate this EULA by notifying NaturalPoint in writing that you have ceased all use of the OptiTrack SDK. Additionally, your rights and licenses under this EULA will automatically terminate and cease to be effective, without any notice or action by NaturalPoint, in the event that you breach or otherwise fail to comply with any term of this EULA.
2. Upon the termination of this EULA, you will cease all use of the OptiTrack SDK and permanently delete and make unrecoverable the OptiTrack SDK and all copies thereof from your computer and any other device on which it was installed. Upon any termination of this EULA, Sections 1, 3, 8, 9, 10, 11(b), and 12 will survive.
Governing Law and Venue; Governing Language.
1. Governing Law. This EULA is governed by the laws of the State of Oregon and the United States of America, without regard to conflict of law principles. The United Nations Convention for the International Sale of Goods shall not apply. Any dispute relating in any way to the OptiTrack SDK or this EULA will only be adjudicated in a state or federal court located in Multnomah County, Oregon. Each party consents to exclusive jurisdiction and venue in these courts. Notwithstanding the foregoing, any party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such party’s, its affiliates’ or any third party’s intellectual property or other proprietary rights.
2. ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT AND/OR THE OPTITRACK SDK SHALL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
U.S. Government Restricted Rights; Export Restrictions.
1. U.S. Government Restricted Rights. The OptiTrack SDK is a "commercial item," as that term is defined at 48 CFR 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 CFR 12.212. Consistent with 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7202-4, all U.S. Government users acquire the OptiTrack SDK with only those rights set forth herein.
2. Export Restrictions. You may not download, export or re-export the OptiTrack SDK: (i) into, or to a national or resident of, any country to which the United States has embargoed goods; or (ii) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. Accordingly, you hereby represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. You acknowledge that it is your sole responsibility to comply with any and all government export and other applicable laws and that NaturalPoint has no responsibility with respect thereto.
Third Party Software.
1. Open Source Software. You shall not take any action that would require, indicate, or imply that the OptiTrack SDK is or may be licensed under the terms of any Open Source Software license. By way of illustration and not by way of limitation, you shall not use or incorporate the OptiTrack SDK with any Open Source Software licensed under any license terms that: (i) impose or could impose a requirement or condition that the OptiTrack SDK, or any software or source code used or integrated therewith: (1) be disclosed or distributed in source code form; (2) be licensed for the purpose of making modifications or derivative works; or (3) be redistributable at no charge; or (ii) otherwise impose or could impose any other material limitation, restriction, or condition on the right or ability of NaturalPoint to use or distribute the OptiTrack SDK, or any software or source code used or integrated therewith. You shall promptly inform NaturalPoint in writing of any Open Source Software use in violation of this Section of which you become aware. For purposes of this Section, “Open Source Software” means any software code that is distributed as “free software” or “open source software” or that is otherwise distributed publicly in source code form under terms that permit modification and redistribution of such software.
2. Third Party Software. The OptiTrack SDK includes and uses the third party software components listed at https://optitrack.com/about/legal/eula.html. You acknowledge and agree that such third party software is subject to and governed by the license terms under which such third party software components are licensed and you agree to strictly comply with such license terms. Any breach of such license terms by you shall be deemed a breach of this EULA.
General Terms.
1. Records. You agree to keep complete and accurate records with respect to your use of the OptiTrack SDK sufficient to determine your compliance with the terms and conditions of this EULA. NaturalPoint shall have the right to audit and inspect such records upon reasonable prior notice to you, and you agree reasonably cooperate with NaturalPoint in connection with any such audit and inspection.
2. Severability. If any provision of this EULA is held to be illegal, invalid, or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from this EULA, while the remainder of this EULA will continue in full force and effect.
3. No Assignment. You will not transfer, assign, or delegate the OptiTrack SDK or any of your rights or obligations under this EULA, by operation of law or otherwise, without the prior written consent of NaturalPoint, which shall not be unreasonably refused, withheld, conditioned or delayed. Any transfer, assignment, or delegation of any of your rights or obligations under this EULA in violation of this Section is void and of no effect.
4. Entire Agreement; General. This EULA constitutes the entire agreement between you and NaturalPoint and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this EULA. This does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and NaturalPoint. Any heading, caption, or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. The waiver by either party of any default or breach of this EULA may only be made in writing and will not constitute a waiver of any other or subsequent default or breach.
5. Changes to this Agreement. This EULA may be unilaterally modified, changed or amended by NaturalPoint and the parties agree that any such modifications, changes or amendments (“Amendments”) shall be binding on the parties to the extent the Amendments: (i) are generally beneficial to the parties; or (ii) do not materially conflict with the subject and purpose of the transactions governed by this EULA, in addition to being reasonable in the light of the necessity and reasonableness of the matters changed by the Amendments. NaturalPoint will make the Amendments available and accessible to you in the same manner in which NaturalPoint makes available the EULA, such Amendments to be made available and accessible in advance of the effective date of such Amendments.

OptiTrack Active Batch Programmer EULA

For the Optitrack Active Batch Programmer

THIS END USER LICENSE AGREEMENT (“EULA”) IS ENTERED INTO BETWEEN YOU AND NATURALPOINT, INC. (“NATURALPOINT,” “WE,” “OUR,” OR “US”) AND GOVERNS YOUR USE OF NATURALPOINT’S OPTITRACK ACTIVE BATCH PROGRAMMER (TOGETHER WITH ANY UPGRADES, UPDATES, PATCHES, MODULES, FEATURE ENHANCEMENTS AND ADDITIONAL VERSIONS OF THE OPTITRACK SOFTWARE THAT REPLACE OR SUPPLEMENT THE ORIGINAL OPTITRACK ACTIVE BATCH PROGRAMMER SOFTWARE, AND ANY ACCOMPANYING MANUALS, CONFIGURATION AND/OR OPERATION INSTRUCTIONS AND DOCUMENTATION, THE “SOFTWARE”) PROVIDED TO YOU BY NATURALPOINT.

THIS EULA DOES NOT GRANT YOU ANY RIGHT OR INTEREST IN OR TO NATURALPOINT’S OPTITRACK MOTIVE SOFTWARE OR SDK OR API. NATURALPOINT’S OPTITRACK MOTIVE SOFTWARE, AND ITS SDK AND API ARE LICENSED UNDER SEPARATE LICENSE TERMS AND CONDITIONS, ACCESSIBLE HERE: https://optitrack.com/about/legal/eula.html.

LICENSE

Subject to your compliance with this EULA, NaturalPoint hereby grants you a personal, limited, nonexclusive, nontransferable, nonsublicensable, revocable, worldwide license to download, install, access and use the Software solely to reconfigure existing settings in NaturalPoint’s Optitrack Active hardware products (the “Hardware”).

LICENSE LIMITATIONS

RESERVATION OF RIGHTS

SUGGESTIONS

THIRD PARTY SOFTWARE AND NOTICES

TERMINATION

WARRANTY; DISCLAIMERS

Limited Performance Warranty. NaturalPoint warrants to you that the media, if any, on which the Software is delivered will be free of defects and that the Software, when installed and operated pursuant to NaturalPoint’s instructions, will substantially conform to the Documentation, in each case for a period of 90 days after the date of shipment of the Software. Your exclusive remedy for a breach of this limited warranty is to return any allegedly defective Software to NaturalPoint and for NaturalPoint to repair or replace it (at NaturalPoint’s option and in its sole discretion). This limited warranty is not transferable and does not cover damages, defects, malfunctions or failures caused by any unauthorized modification of the Software by you or your agents; any abuse, misuse or negligent acts by you or your agents; modification by you or your agents of any interfaces or any software or hardware interfacing with the Software; or any failure by you or your agents to follow NaturalPoint’s installation, configuration, use or operation instructions, as set forth in the Documentation (including failure to install any updates required by NaturalPoint from time to time, for example, for security or as required by Applicable Laws).

Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THE PRECEDING PARAGRAPH, THE SOFTWARE IS DELIVERED TO YOU “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. NATURALPOINT AND ITS LICENSORS, AND EACH OF THEIR RESPECTIVE AFFILIATES AND SUPPLIERS (COLLECTIVELY, THE “RELEASED PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING FROM ANY ACTUAL OR ALLEGED COURSE OF DEALING, USAGE OR TRADE PRACTICE. FURTHER, NATURALPOINT DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS IN THE SOFTWARE ARE CORRECTABLE OR WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A RELEASED PARTY OR AN AUTHORIZED REPRESENTATIVE OF A RELEASED PARTY WILL CREATE A WARRANTY. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

LIMITATION OF LIABILITY

INDEMNIFICATION

EXPORT, IMPORT AND GOVERNMENT RESTRICTIONS

SURVIVAL

The following paragraphs survive termination: “RESERVATION OF RIGHTS”; “SUGGESTIONS”; “WARRANTY; DISCLAIMERS”; “LIMITATIONS OF LIABILITY”; “INDEMNIFICATION”; and “GENERAL.”

AMENDMENT

PUBLIC REFERENCE

You consent to the public use of your personal and/or corporate name as a customer of NaturalPoint, unless you notify NaturalPoint in writing that you withhold such consent.

GENERAL

NaturalPoint, Inc.
Attn: Legal Department
3658 SW Deschutes St.
Corvallis, OR 97333

CONTACT INFORMATION

If you have any questions about this EULA, or if you want to contact NaturalPoint for any reason, please visit our website for current contact information at: www.naturalpoint.com

NATURALPOINT, MOTIVE and OPTITRACK are trademarks of NaturalPoint, Inc.

Plugins EULA

For NaturalPoint, Inc. plugins

NOTICE TO CUSTOMER
This EULA is a contract between you (either an individual person or an entity, referred to herein as “you”) and NaturalPoint, Inc. ("NaturalPoint"), and governs your use of the plugin that accompanies this EULA, including any associated media, printed materials, and documentation made available by NaturalPoint in connection therewith (the “Plugin(s)”). This EULA is solely between NaturalPoint and you; any third party providing products or services that interact with or integrate with the Plugin is not a party to this EULA.

BY EXPRESSLY ACCEPTING THIS EULA OR BY DOWNLOADING, INSTALLING, ACTIVATING AND/OR OTHERWISE USING THE PLUGIN, YOU ARE AGREEING THAT YOU HAVE READ, AND THAT YOU AGREE TO COMPLY WITH AND ARE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA, THEN YOU MAY NOT DOWNLOAD, INSTALL, ACTIVATE OR OTHERWISE USE THE PLUGIN AND YOU MUST PROMPTLY RETURN THE PLUGIN. IF YOU ARE ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF AN ENTITY, YOU ACKNOWLEDGE THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT THESE TERMS AND CONDITIONS ON BEHALF OF SUCH ENTITY.

DEFINITIONS
“Plugin” means the NaturalPoint software plugin installed, downloaded, or otherwise licensed by you under this EULA, in object code only. The Plugin is copyrighted, trade secret and confidential information of NaturalPoint, its affiliates or Third Party Licensors, who maintain exclusive title to the Plugin and retain all rights not expressly granted by this EULA.

“Hardware” means a single unit of NaturalPoint hardware for which you are authorized to use the Plugin.

LIMITED LICENSE
Subject to all of the terms, conditions and restrictions of this EULA, NaturalPoint grants to you a limited, personal, non-transferable, non-assignable, non-sublicensable, non-exclusive license to use the Plugin, solely in machine-readable, object or executable form, only with the Hardware.

THIRD PARTY SOFTWARE PROGRAMS AND LICENSES
The Plugin includes additional software (“Third Party Program(s)”) licensed by third parties (“Third Party Licensor(s)”), under the terms of a third party EULA (“Third Party License”) which is available at the following link: https://optitrack.com/about/legal/eula.html Third Party Programs are subject to the terms of the specific licenses under which they are distributed by their respective Third Party Licensors. By using the Plugin, you acknowledge and agree that you have been provided access to and an opportunity to review such terms, and you agree to comply with the Third Party Licensor terms for the benefit of the applicable Third Party Licensor.

Access to certain Third Party Program functionality and/or services may require you to enter into separate Third Party License agreements with the applicable Third Party Licensor. Your use of any such Third Party Program functionality and/or services is expressly conditioned on your entering into a binding Third Party License with the applicable Third Party Licensor and NaturalPoint and its affiliates shall have no obligation to provide you access or use of, or support and maintenance with respect to, such Third Party Program functionality and/or services.

RESTRICTIONS AND UNAUTHORIZED USE
Except as otherwise expressly agreed by NaturalPoint, you shall not (and will not allow any third party to): (a) decompile, disassemble, or otherwise reverse-engineer the Plugin or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Plugin by any means whatsoever; (b) sell, sublicense, rent, loan, lease, distribute, market, or commercialize the Plugin for any purpose; (c) remove any product identification, proprietary, copyright or other notices contained in the Plugin; (d) copy, reproduce, republish, upload, post or transmit the Plugin in any way; (e) modify or create a derivative work of any part of the Plugin, or incorporate the Plugin into or with other products or software, except for solely internal business use by the licensee; (f) use the Plugin with any other hardware other than the Hardware; (g) use the Plugin to create a competitive offering; (h) share or publish the results of any benchmarking of the Plugin without NaturalPoint’s prior written consent; or (i) use the Plugin to process, transmit or otherwise make available any content that infringes or misappropriates the intellectual property rights or other proprietary rights of any third party.

INTELLECTUAL PROPERTY
You acknowledge that the Plugin, and the underlying source code, algorithms, data structures, methods, processes, screen formats, report formats, ideas and concepts are valuable intellectual property owned by NaturalPoint, its affiliates, and Third Party Licensors. NaturalPoint, its affiliates, and Third Party Licensors reserve all rights not expressly granted hereunder. You agree not to challenge the ownership or rights in and to the Plugin, including without limitation, all copyrights and other proprietary rights. If you provide any Suggestions to NaturalPoint or its affiliates, NaturalPoint and its affiliates will be entitled to use the Suggestions without restriction. As used in this Section, “Suggestions” means all suggested improvements to the Plugin or the Hardware that you provide to NaturalPoint. During and after the term of this EULA, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against NaturalPoint or any of its affiliates, customers, vendors, business partners, or Third Party Licensors, any patent infringement or other intellectual property infringement claim regarding the Plugin or Hardware. You acknowledge and agree that any violation of the terms of this Section would irreparably harm NaturalPoint and that NaturalPoint may enforce the terms of this Section through injunctive relief, without limitation to any other rights and remedies available to NaturalPoint.

CERTIFICATION
You agree that within thirty (30) days of a written request by NaturalPoint or NaturalPoint’s authorized representative, you will fully document and certify that your use of the Plugin conforms to this EULA.

NON-TRANSFERABILITY
This license is non-transferable. You may not distribute, sublicense, assign, share, sell, grant a security interest in, use for service bureau purposes, or otherwise transfer the Plugin or your license to use the Plugin without the prior written consent of NaturalPoint, and then only upon a permanent transfer of the Hardware on which the Plugin may be installed or downloaded and provided the Plugin is included in such transfer and you retain no copies of the Plugin.

HARDWARE AND USAGE DATA
You acknowledge that, as a default setting, the Plugin or related NaturalPoint software may collect and send to NaturalPoint certain “Systems Data,” defined as data, content and information regarding your use of the Plugin. “Systems Data” may include systems administrative data, statistical and demographical data, and operational information, such as, by way of illustration, data and information relating to total users, the total number of users connected to the Internet using the Plugin, the total number of cameras connected, the version of the Plugin in use, the operating systems in use, and the number of unique connection days and last connected day. “Systems Data” does not include any data or information that identifies any particular licensee or end user of the Plugin or that can be used to identify any particular licensee or end user of the Plugin. You acknowledge and agree that all Systems Data is and shall at all times remain the sole and exclusive property of NaturalPoint. NaturalPoint may make any legal use of the Systems Data without notifying you or sharing such Systems Data with you. Specifically, by way of illustration and not by way of limitation, NaturalPoint may publish and share Systems Data with others to promote the Plugin and/or NaturalPoint’s other products or services, for evaluating the efficiency, utility and functionality of the Plugin and/or NaturalPoint’s other products or services, and for enhancing and improving the Plugin and/or NaturalPoint’s other products or services.

Notwithstanding the preceding paragraph, if NaturalPoint collects any personal data in the course of your use of the Plugin, NaturalPoint will process such personal data in accordance with its privacy policy, accessible at https://optitrack.com/about/legal/privacy-policy.html.

SUPPORT
NaturalPoint does not have any support obligations with respect to the Plugin provided under this EULA.

CONFIDENTIALITY
You acknowledge that you may obtain information relating to the Plugin or NaturalPoint that has not been released to the public, including, but not limited to, code, technology, know-how, ideas, algorithms, testing procedures, structure, interfaces, specifications, documentation, bugs, problem reports, analysis and performance information, and other technical, business, product, and data (“Confidential Information”). You shall not disclose Confidential Information to any third party or use Confidential Information for any purpose other than the use of the Plugin as licensed under this EULA.

WARRANTY DISCLAIMER
THE PLUGIN IS PROVIDED “AS IS” AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, BOTH EXPRESS AND IMPILIED. NATURALPOINT, ITS SUPPLIERS, AND THIRD PARTY LICENSORS DO NOT WARRANT THAT THE PLUGIN WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PLUGIN WILL BE UNINTERRUPTED OR ERROR FREE. NATURALPOINT, ITS AFFILIATES, AND THIRD PARTY LICENSORS DISCLAIM AND EXCLUDE ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, SATISFACTORY QUALITY OR OTHERWISE ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, IN EACH CASE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

HIGH RISK APPLICATIONS
THE PLUGIN IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS REQUIRING FAULT TOLERANCE OR FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, MEDICAL OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPON SYSTEMS, IN WHICH THE FAILURE OF THE PLUGIN COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH RISK APPLICATIONS"). NATURALPOINT AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK APPLICATIONS.

LIMITATION OF DAMAGES AND REMEDIES
IN NO EVENT SHALL NATURALPOINT OR ITS THIRD PARTY LICENSORS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH YOUR USE OF THE PLUGIN. IN NO EVENT SHALL NATURALPOINT OR ITS THIRD PARTY LICENSORS BE LIABLE FOR LOSS, INACCURACY, INCOMPLETENESS, OR RELEASE OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SYSTEMS DOWNTIME, GOODWILL, PROFITS OR OTHER BUSINESS LOSS, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND REGARDLESS OF WHETHER NATURALPOINT KNEW OF OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE TOTAL LIABILITY OF NATURALPOINT ARISING OUT OF THIS EULA, INCLUDING BUT NOT LIMITED TO DAMAGES OR LIABILITY ARISING OUT OF CONTRACT, TORT, BREACH OF WARRANTY, INFRINGEMENT OR OTHERWISE, SHALL NOT IN ANY EVENT EXCEED ONE HUNDRED DOLLARS (USD $100.00).

THE PARTIES AGREE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE ESSENTIAL AND THAT NATURALPOINT WOULD NOT PERMIT YOU TO USE THE PLUGIN ABSENT THE TERMS OF THIS SECTION. THIS SECTION AND THE DISCLAIMERS SET FORTH IN THIS EULA SHALL APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS EULA SHALL BE FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

EXPORT COMPLIANCE
You acknowledge that the Plugin may be subject to export restrictions by the United States government and import restrictions by certain foreign governments. You shall not and shall not authorize any third party to remove or export from the United States or allow the export or re-export of any part of the Plugin or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You agree to the foregoing and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.

NOTICE TO U.S. GOVERNMENT END USERS
The Plugin 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 or 48 C.F.R. § 227.7202, as applicable. The Plugin is also provided subject to Federal Acquisition Regulation 52.227.19. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. § 252.227-7014, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users: (a) only as Commercial Items; and (b) with only those rights as are granted to all other end users pursuant to this EULA. The Plugin is provided only with “restricted rights” with only those rights as are granted to all other end user purchasers pursuant to the terms and conditions herein.

TERM, TERMINATION AND SURVIVAL
NaturalPoint may terminate this EULA immediately and without prior notice if you fail to comply with any term of this EULA. You may terminate this EULA at any time on written notice to NaturalPoint. In the event of termination of this EULA, all licenses granted hereunder shall automatically terminate and you must immediately cease use of the Plugin and destroy all copies of the Plugin. In addition you must remove all copies of the Plugin from the Hardware on which it is installed. The terms set forth in this Section and the Sections entitled Restrictions and Unauthorized Use, Intellectual Property, Hardware and Usage Data, Confidentiality, Warranty Disclaimer, High Risk Applications, Limitation of Damages and Remedies, and Export Compliance shall survive any termination of this EULA.

PUBLIC REFERENCE
Unless Licensee is a natural person, Licensee consents to the public use of its personal and/or corporate name as a customer of NaturalPoint for marketing purposes, unless Licensee notifies NaturalPoint in writing that it withholds such consent.

GENERAL
This EULA is governed by the laws of the State of Oregon and the United States of America, without regard to conflict of law principles. The United Nations Convention for the International Sale of Goods shall not apply. This EULA is the entire agreement between us and supersedes the terms of any purchase orders and any other communications or advertising with respect to the Plugin. If any provision of this EULA is held invalid, the remainder of this EULA shall continue in full force and effect. This EULA may be modified only by a written agreement signed by authorized representatives of you and NaturalPoint. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise of such right. The parties agree that the provisions of the Uniform Computer Information Transactions Act (“UCITA”), as it may have been or hereafter may be in effect in any jurisdiction, shall not apply to this EULA, and the parties waive any and all rights they may have under any laws(s) adopting UCITA in any form.

CONTACT INFORMATION
If you have any questions about this EULA, or if you want to contact NaturalPoint for any reason, please visit our websites for current contact information at: www.naturalpoint.com

TrackIR EULAs

TrackIR Software EULA

END USER LICENSE AGREEMENT
For the NaturalPoint TrackIR product

NaturalPoint, Inc. licenses this software product to you subject to the terms contained in this end user license agreement ("EULA"). Read the terms of this EULA carefully. By installing, copying or otherwise using the product (as defined further in the license body), you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, copy or use the product.

NOTICE TO CUSTOMER
If you do not agree to the terms of this EULA, do not install, or use this software. This EULA is a contract between you (either an individual or an entity) and NaturalPoint, Inc. ("NaturalPoint"), which governs your use of the software product that accompanies this EULA and related software components, which may include associated media, printed materials, and electronic documentation.

DEFINITIONS
This software package includes a TrackIR software product. The TrackIR software product is composed of a proprietary Application, Driver, and dll components, In this EULA, the TrackIR Application, related components, associated media, printed materials, and electronic documentation are collectively referred to as the "Software."

The NaturalPoint TrackIR hardware is composed of a physical TrackIR product manufactured by NaturalPoint, Inc and will be referred to as "Hardware".

THE SOFTWARE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NATURALPOINT BEARS NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR ATTEMPTED USE) OF THE SOFTWARE THROUGH AND AFTER THE EXPIRATION DATE, AND HAS NO DUTY TO PROVIDE SUPPORT TO YOU.

LICENSE
The Software is licensed, not sold. Subject to the terms and limitations of this EULA, NaturalPoint hereby grants you a nonexclusive, nontransferable license, without rights to sublicense, to use the TrackIR software ONLY with NaturalPoint TrackIR Hardware. Use of the TrackIR software with other hardware, hardware manufactured by other parties, or anything which emulates a TrackIR is prohibited.

LICENSE LIMITATIONS
You may not copy the Software except for a reasonable number of machine-readable copies of the Software for backup or archival purposes and except as expressly permitted in the License section above.You may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on the Software. You are not granted any rights to any trademarks or service marks of NaturalPoint. NaturalPoint retains all rights not expressly granted to you.

PROPRIETARY RIGHTS RESERVED BY NATURALPOINT
NaturalPoint retains all right, title, and interest in and to the Software and the Software License Key and inall related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial propertyand proprietary rights, including registrations, applications, renewals, and extensions of such rights.

RESTRICTIONS
You may not (i) sell, lease, license, sublicense, distribute or otherwise transfer in whole or in part the Software to another party; (ii) provide, disclose, divulge or make available to, or permit use of the Software in whole or in part by, any third party without NaturalPoints's prior written consent; (iii) modify or create derivative works based upon the Software; or (iv) to the extent that NaturalPoint is permitted by applicable law to exclude or limit the following rights, you may not decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Software, in whole or in part. You may not disclose the results of any benchmark test of the Software to any third party without NaturalPoint's prior written approval.

TERMINATION
NaturalPoint may terminate this EULA if you fail to comply with any term of this EULA. In the event of termination, you must destroy all copies of the Software. In addition you must remove all copies of the Software from all computers on which it is installed.

GOVERNMENT RESTRICTIONS
You may not export or re-export the Software except in compliance with the United States Export Administration Act and the related rules and regulations and similar non-U.S. government restrictions, if applicable. The Software and accompanying documentation are deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying, or disclosing of the Software by the U.S. Government shall be governed solely by the terms of this EULA.

LIMITED WARRANTY
NaturalPoint warrants that the media, if any, on which the Software is delivered will be free of defects and that the Software will substantially conform to the description contained in the applicable end user documentation in each case for a period of 90 days after the date of shipment of the TrackIR Software. EXCEPT FOR THE PRECEDING EXPRESS LIMITED WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NaturalPoint PROVIDES THE SOFTWARE WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS EULA OR COMMUNICATION WITH YOU, AND NATURALPOINT SPECIFICALLY DISCLAIMS ANYIMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NATURALPOINTBE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU.

NATURALPOINT'S LIABILITY UNDER THIS EULA WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEES, IF ANY, PAID BY YOU TO NATURALPOINT FOR THE SOFTWARE LICENSED BY YOU UNDER THIS EULA.

PUBLIC REFERENCE
Licensee consents to the public use of its personal and/or corporate name as a customer of NaturalPoint, unless Licensee notifies NaturalPoint in writing that it withholds such consent.

NaturalPoint and TrackIR are trademarks of NaturalPoint, Inc.

TrackIR SDK Software EULA

END USER LICENSE AGREEMENT
For NaturalPoint TrackIR SDK

This Agreement grants You ("You" or "Your") a limited license to use the TrackIR SDK, subject to the terms and conditions provided in this document. A summary of key points is listed below:

You are permitted to create applications or products that integrate the TrackIR SDK, with the limitations outlined below. Those applications or products are subject to the terms in this document.
You are prohibited from using this TrackIR SDK to create or enable the use of competitive products.
If you use this TrackIR SDK to enable TrackIR compatibility with your game, you grant NaturalPoint the right to state that your games may be used with TrackIR, but only after the public release of your game or application.
NaturalPoint will not support any product you create with this TrackIR SDK. You may request help integrating, but we are not obligated to provide support.
You are prohibited from using this TrackIR SDK in any high-risk applications, as defined below.

NaturalPoint, Inc. is the legal entity that owns and maintains the brand “TrackIR”.

This EULA does not grant you any right or interest in or to NaturalPoint’s TrackIR software. NaturalPoint’s TrackIR Software is licensed under separate license terms and conditions accessible here: https://www.trackir.com/eula

IF YOU DOWNLOAD, INSTALL, ACCESS OR USE THE TRACKIR SDK, YOU ACCEPT AND AGREE TO BE BOUND BY THIS EULA. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS EULA ON BEHALF OF THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE TRACKIR SDK. IF YOU DO NOT ACCEPT THE TERMS OF THIS EULA, THEN YOU ARE NOT PERMITTED TO INSTALL, ACCESS, DOWNLOAD OR OTHERWISE USE THE TRACKIR SDK.

TrackIR SDK. This End User License Agreement ("EULA") governs Your use of the TrackIR SDK, formerly known as the TrackIR Enhanced SDK or TrackIR Enhanced Interface Software ("TrackIR SDK"), is defined to mean NaturalPoint’s proprietary: (a) user documentation provided in printed and/or electronic media; (b) application programs, utilities, and tools a (c) sample or demonstration software code; and/or (d) any updates or upgrades thereto (to the extent updates or upgrades are made available by NaturalPoint).
License Grant. Subject to Your payment of applicable fees, if any, and Your strict compliance with the terms and conditions of this EULA, NaturalPoint Inc. ("NaturalPoint") hereby grants to You, during the term of this EULA, a limited, revocable, non-exclusive, non-transferrable (except as permitted in this Section 2), non-sublicensable (except as permitted in this Section 2) license to:
1. use the TrackIR SDK solely to develop, test and create Your own products as authorized in Section 4(b) below (“Product(s)”); and
2. copy, distribute, and sublicense the distributable elements of the TrackIR SDK solely as part of the Products for installation on Your end-customers’ devices and subject to the terms of a legally binding license agreement between You and the end-customer that complies with Section 4(c) below.
The foregoing license rights are non-transferable and non-sublicensable, provided that, You may sublicense the license rights granted in this Section 2 above solely to Your third party distributors so as to permit such third party distributors to distribute and/or make available the Products to end-customers.
Ownership and Reservation of Rights. The TrackIR SDK is licensed and not sold. NaturalPoint and/or its affiliates or licensors will and do retain all right, title and interest in and to the TrackIR SDK, and any and all patent, copyright, trademark, trade secret, and any other intellectual property or industrial rights in and to or relating to the TrackIR SDK, including any modifications, improvements, updates, and derivative works thereof or thereto. NaturalPoint reserves all rights and interests in and to the TrackIR SDK and all other NaturalPoint intellectual property rights that are not expressly granted to You under this EULA, and You do not acquire any other rights, whether express, implied or otherwise, in the TrackIR SDK or any other NaturalPoint intellectual property rights or technology other than those rights expressly granted under this EULA.
Restrictions and Obligations.
1. Restrictions. Except as expressly permitted herein, You will not, and will not permit, encourage, or enable any third party to: (i) sell, sublicense, rent, loan or lease any portion of the TrackIR SDK to any third party; (ii) modify, disassemble, decompile or reverse engineer any part of the TrackIR SDK (except that You may modify any sample or demonstration source code included in the TrackIR SDK); (iii) copy (except for reasonable backup purposes and with all labelling and proprietary rights notices intact) or otherwise reproduce the TrackIR SDK, in whole or in part, or modify, adapt, alter, translate or incorporate into or with other software or technology or create a derivative work of any part of, the TrackIR SDK; (iv) remove, modify, or otherwise tamper with proprietary rights notices or legends on the TrackIR SDK; (v) use the TrackIR SDK in any manner to provide service bureau, time sharing or other computer services to third parties; (vi) distribute the SDK (other than the distributable elements of the TrackIR SDK used or incorporated in the Products in accordance with this EULA); (vii) use the TrackIR SDK in or as part of the development of any product or service that is competitive with or similar to NaturalPoint hardware or software; or (viii) enable the TrackIR SDK to interface with any product or service that is competitive with or similar to NaturalPoint hardware or software; or (ix) disclose the results of any performance benchmark or similar testing of the TrackIR SDK to any third party without NaturalPoint’s prior written consent.
2. Products. You agree as follows with respect to the Products:
  1. The Products shall not substantially replicate the functionality of the products or services offered by NaturalPoint.
  2. You acknowledge and agree that You are solely responsible for, and that NaturalPoint has no responsibility or liability of any kind in connection with, the content, development, operation, support or maintenance of any Products. Without limiting the foregoing, You will be solely responsible for: (1) the technical installation and operation of the Products; (2) creating and displaying information and content on, through or within the Products; (3) ensuring that the Products do not violate or infringe the intellectual property rights of any third party; (4) ensuring that the Products are not offensive, profane, obscene, libelous or otherwise illegal or in violation of applicable laws; (5) ensuring that the Products do not contain or introduce any virus, Trojan horse, worm, software lock, drop dead device or any other limiting routine or harmful code into any NaturalPoint or end-customer IT systems, networks, hardware or software; and (6) ensuring that the Products are not designed to or utilized for the purpose of spamming end users or any third parties.
  3. You acknowledge and agree that You are solely responsible for providing all support and technical assistance to end-customers of the Products. NaturalPoint has no obligation to provide such support or technical assistance to end-customers or their users, and You agree not to represent to end-customers or their users that NaturalPoint is available to provide such support or technical assistance.
3. End-Customer Agreement. You agree to cause each end-customer to whom You provide or distribute a Product to agree to a binding end user license agreement including terms and conditions that are at least as protective of the TrackIR SDK and NaturalPoint’s intellectual property rights associated therewith or embodied therein as the terms and conditions of this EULA. Such agreement shall further disclaim any and all representations and warranties on the part of NaturalPoint, and exclude and disclaim all liability of any kind on the part of NaturalPoint.
4. Testing. You will be solely responsible for the testing and evaluation of the TrackIR SDK for Your purposes.
5. Compliance with Laws; Privacy. You agree that in using the TrackIR SDK, You will comply with all applicable laws and protect the privacy and legal rights of end-customer users. Without limiting the foregoing, You agree to prominently display a privacy notice that describes to end-customer users the information that is collected by You and Your Product and how such information is used and shared. You will maintain and process all end-customer user information in accordance with Your privacy notice and all applicable laws in any countries in which the Products are used.
Trademarks. To the extent the TrackIR SDK displays NaturalPoint’s trademark, trade names, logos or other branding (the "NaturalPoint Marks"), NaturalPoint hereby grants to You a limited, non-exclusive, non-transferrable, non-sublicensable, revocable, royalty-free license, during the term of this EULA only and subject to the terms and conditions set forth herein, to display the NaturalPoint Marks as part of the normal operation of the TrackIR SDK. You acknowledge NaturalPoint’s ownership of and exclusive rights in and to the NaturalPoint Marks and all goodwill associated therewith, and acknowledge and agree that any and all use of the NaturalPoint Marks shall inure to the sole and exclusive benefit of NaturalPoint. You agree not to take any action or engage in any conduct that is inconsistent with or contrary to NaturalPoint’s sole and exclusive rights in and ownership of the NaturalPoint Marks. NaturalPoint does not grant You any other rights to use the NaturalPoint Marks, whether by implication, estoppel or otherwise.
Support Services. NaturalPoint is not obligated under this EULA to provide any technical support for the TrackIR SDK. If any such technical support is provided, such support is provided is “as is”, with all faults”, and without representations or warranties of any kind.
Updates. NaturalPoint, at its discretion, may make available to You updates or upgrades to the TrackIR SDK. In the event that NaturalPoint provides any such updates or upgrades, the terms and conditions of this EULA will govern any such updates or upgrades, except that if such upgrades or updates are accompanied by a separate set of terms, those terms will govern and control the use of the upgrades or updates to the extent of any conflict with or terms that are in addition to this EULA.
Disclaimer. THE TRACKIR SDK IS PROVIDED “AS IS” AND WITH ALL FAULTS. NATURALPOINT AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NATURALPOINT DOES NOT REPRESENT OR WARRANT THAT THE TRACKIR SDK WILL MEET YOUR REQUIREMENTS, THAT THE TRACKIR SDK IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM(S), OR THAT THE USE OF THE TRACKIR SDK WILL BE UNINTERRUPTED, ERROR- FREE, OR FREE FROM ANY INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT(S), INCLUDING BUT NOT LIMITED TO, PATENTS, UTILITY MODELS, TRADEMARKS OR COPYRIGHTS, OR THAT DEFECTS IN THE TRACKIR SDK WILL BE CORRECTED. FURTHERMORE, NATURALPOINT AND ITS AFFILIATES DO NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE USE BY YOU OF THE TRACKIR SDK (INCLUDING THE RESULTS GENERATED BY SUCH USE), INCLUDING WITHOUT LIMITATION, THE CORRECTNESS, ACCURACY, QUALITY, CURRENTNESS, OR RELIABILITY OF THE TRACKIR SDK OR ANY CORRESPONDING RESULTS, OR THE APPROPRIATENESS OF THE TRACKIR SDK OR ANY CORRESPONDING RESULTS FOR A PARTICULAR TASK OR APPLICATION. NATURALPOINT AND ITS AFFILIATES DO NOT WARRANT THAT YOU WILL BE ABLE TO DEVELOP OR MAKE A PRODUCT USING THE TRACKIR SDK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NATURALPOINT OR ITS REPRESENTATIVES SHALL CREATE A REPRESENTATION OR WARRANTY ON THE PART OF NATURALPOINT WITH RESPECT TO THE TRACKIR SDK. ALL RISK ASSOCIATED WITH THE USE OF THE TRACKIR SDK IS WITH YOU.
High Risk Applications. THE TRACKIR SDK IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS REQUIRING FAULT TOLERANCE OR FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, MEDICAL OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPON SYSTEMS, IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH RISK APPLICATIONS"). NAUTRALPOINT AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK APPLICATIONS.
Limitation of Liability. IN NO EVENT WILL NATURALPOINT AND ITS AFFILIATES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, USE, OR COST OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT (INCLUDING AN ACTION IN CONTRACT OR TORT), AND REGARDLESS OF WHETHER NATURALPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE. YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION AND IN THE OTHER PROVISIONS OF THIS AGREEMENT AND THE ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH NATURALPOINT WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. IN THE EVENT OF ANY CLAIM RELATED IN ANY WAY TO THIS AGREEMENT OR THE TRACKIR SDK, YOU ACKNOWLEDGE AND AGREE THAT NATURALPOINT’S AND ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE AMOUNT OF ONE-HUNDRED U.S. DOLLARS (U.S. $100 NOTHING IN THIS SECTION EXCLUDES OR LIMITS NATURALPOINT’S LIABILITY FOR MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification. You agree to defend, indemnify and hold harmless NaturalPoint and its affiliates, and each of their respective officers, directors, agents, and employees, for, from, and against any and all claims, demands, loss, damage, liability, cost, or expense (including, but not limited to, attorneys' fees at trial, on appeal, and on any petition for review), arising out of or related to: (a) Your breach or failure to comply with any Open Source Software license or other third party software license; (b) Your breach of this EULA; (c) the conduct of Your business; (d) Your use of the TrackIR SDK or the NaturalPoint Marks; (e) Your Products; or (f) Your infringement, misappropriation, or violation of the intellectual property rights or other proprietary rights of any third party.
Termination.
1. This EULA commences on the date You click to accept the terms and conditions of this EULA when provided the opportunity to do so, and will continue in effect until terminated. You may terminate this EULA by notifying NaturalPoint in writing that You have ceased all use of the TrackIR SDK. Additionally, Your rights and licenses under this EULA will automatically terminate and cease to be effective, without any notice or action by NaturalPoint, in the event that You breach or otherwise fail to comply with any term of this EULA.
2. Upon the termination of this EULA, You will cease all use of the TrackIR SDK and permanently delete and make unrecoverable the TrackIR SDK and all copies thereof from Your computer and any other device on which it was installed. Upon any termination of this EULA, Sections 1, 3, 8, 9, 10, 11(b), and 12-17 will survive.
Governing Law and Venue; Governing Language.
1. Governing Law. This EULA is governed by the laws of the State of Oregon and the United States of America, without regard to conflict of law principles. The United Nations Convention for the International Sale of Goods shall not apply. Any dispute relating in any way to the TrackIR SDK or this EULA will only be adjudicated in a state or federal court located in Multnomah County, Oregon. Each party consents to exclusive jurisdiction and venue in these courts. Notwithstanding the foregoing, any party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such party’s, its affiliates’ or any third party’s intellectual property or other proprietary rights.
2. ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT AND/OR THE TRACKIR SDK SHALL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
U.S. Government Restricted Rights; Export Restrictions.
1. U.S. Government Restricted Rights. The TrackIR SDK is a "commercial item," as that term is defined at 48 CFR 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 CFR 12.212. Consistent with 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7202-4, all U.S. Government users acquire the TrackIR SDK with only those rights set forth herein.
2. Export Restrictions. You may not download, export or re-export the TrackIR SDK: (i) into, or to a national or resident of, any country to which the United States has embargoed goods; or (ii) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. Accordingly, You hereby represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list. You acknowledge that it is Your sole responsibility to comply with any and all government export and other applicable laws and that NaturalPoint has no responsibility with respect thereto.
Third Party Software.
1. Open Source Software. You shall not take any action that would require, indicate, or imply that the TrackIR SDK is or may be licensed under the terms of any Open Source Software license. By way of illustration and not by way of limitation, You shall not use or incorporate the TrackIR SDK with any Open Source Software licensed under any license terms that: (i) impose or could impose a requirement or condition that the TrackIR SDK, or any software or source code used or integrated therewith: (1) be disclosed or distributed in source code form; (2) be licensed for the purpose of making modifications or derivative works; or (3) be redistributable at no charge; or (ii) otherwise impose or could impose any other material limitation, restriction, or condition on the right or ability of NaturalPoint to use or distribute the TrackIR SDK, or any software or source code used or integrated therewith. You shall promptly inform NaturalPoint in writing of any Open Source Software use in violation of this Section of which You become aware. For purposes of this Section, “Open Source Software” means any software code that is distributed as “free software” or “open source software” or that is otherwise distributed publicly in source code form under terms that permit modification and redistribution of such software.
2. Third Party Software. The TrackIR SDK includes and uses the third-party software components listed at https://trackir.com/eula. You acknowledge and agree that such third-party software is subject to and governed by the license terms under which such third party software components are licensed and You agree to strictly comply with such license terms. Any breach of such license terms by You shall be deemed a breach of this EULA.
Public Reference & TrackIR Compatibility. You consent to the public use of Your personal and/or corporate name as a customer of NaturalPoint, unless You notify NaturalPoint in writing that You withhold such consent. As a condition of the license granted in Section 2, You also consent to the publication of statements that any publicly released Products and related software designed by You are compatible with TrackIR, together with Your personal and/or corporate name, the name of any game related to the Products, and Your logo.
General Terms.
1. Records. You agree to keep complete and accurate records with respect to Your use of the TrackIR SDK sufficient to determine Your compliance with the terms and conditions of this EULA. NaturalPoint shall have the right to audit and inspect such records upon reasonable prior notice to You, and You agree reasonably cooperate with NaturalPoint in connection with any such audit and inspection.
2. Severability. If any provision of this EULA is held to be illegal, invalid, or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from this EULA, while the remainder of this EULA will continue in full force and effect.
3. No Assignment. You will not transfer, assign, or delegate the TrackIR SDK or any of Your rights or obligations under this EULA, by operation of law or otherwise, without the prior written consent of NaturalPoint, which shall not be unreasonably refused, withheld, conditioned or delayed. Any transfer, assignment, or delegation of any of Your rights or obligations under this EULA in violation of this Section is void and of no effect.
4. Entire Agreement; General. This EULA constitutes the entire agreement between You and NaturalPoint and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this EULA. This does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between You and NaturalPoint. Any heading, caption, or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. The waiver by either party of any default or breach of this EULA may only be made in writing and will not constitute a waiver of any other or subsequent default or breach.
5. Changes to this Agreement. This EULA may be unilaterally modified, changed or amended by NaturalPoint and the parties agree that any such modifications, changes or amendments (“Amendments”) shall be binding on the parties to the extent the Amendments: (i) are generally beneficial to the parties; or (ii) do not materially conflict with the subject and purpose of the transactions governed by this EULA, in addition to being reasonable in the light of the necessity and reasonableness of the matters changed by the Amendments. NaturalPoint will make the Amendments available and accessible to You in the same manner in which NaturalPoint makes available the EULA, such Amendments to be made available and accessible in advance of the effective date of such Amendments.

Partner EULAs

DARI Motion EULA

1 DEFINED TERMS

1.1 "Documentation" means all documentation relating to the System provided by DARI to Licensee including the System Description, and any updates, revisions, new versions, and supplements to the Documentation.

1.2 "Hardware" means the hardware incorporated into the System.

1.3 "Integrated Products" means the software products that may be created by Licensee via DARl's Licensed SOK. Such Integrated Products may be created with the consulting services of DARI, as specified in Section 4.

1.4 "Intellectual Property Rights" means: (i) patents, patent applications, inventions (whether patentable or not), copyrights, moral rights, trademarks, service marks, trade names, domain names, trade secrets, know how and other proprietary information; (ii) applications to register and registrations of any of the foregoing; (iii) common law rights with respect to any of the foregoing; and (iv) any other similar intellectual property rights or industrial property rights, worldwide.

1.5 "Internal Use" means use of the System for Licensee's internal business purposes only, but not to resell the System to any Third Party.

1.6 "License" means the license referred to in Section 2.

1.7 "Licensed SOK" means the software development kit for the Software.

1.8 "Modules" means expansion modules of the Software that provide significant additional functionality, and any related Documentation designated by DARI. Modules are purchased separately from the System.

1.9 "DARI Intellectual Property" has the meaning set forth in Section 5.

1.10 "Software" means (i) the propriety vision processing software embedded into the System, (ii) the Licensed SOK, (iii) a software plug-in supplied by DARI that enables System to interoperate with certain Third Party software products listed in Exhibit A, (iv) Upgrades delivered by DARI as part of Support Services purchased by Licensee, and/or (v) any Modules purchased separately by Licensee.

1.11 "Support Fees" means the annual fee for the Support Services supplied by DARI or DIST to Licensee as set forth in Exhibit B. The Support Fees also include the License Renewal Fee.

1.12 "Support Services" means the provision of support services as set forth in Exhibit B.

1.13 "System" means the Software and the Hardware.

1.14 "System Description" means the description of the System set forth in Exhibit A.

1.15 "System Fee" means the one time fee for the System and appropriate licenses that Licensee must pay to DIST in order to license the System, as set forth in Exhibit C

1.16 "Third Party" means a party other than DARI.DIST or Licensee.

1.17 "Upgrades" means revisions to the Software that reflect enhancements to current

1.18 "DIST" means the DAR I Distributor or Reseller who sold the System to Licensee and will provide Support Services to Licensee.

2 SYSTEM LICENSE

2.1 DARI hereby agrees to sell (which may be by and through DIST), and Licensee agrees to purchase, the System as described in the System Description in Exhibit A; which purchase includes (i) a non-perpetual, personal, non-exclusive and non-transferable, worldwide license to use the (a) Software in the System for Internal Use, and, as applicable, (b) SOK solely for the purpose of creating Integrated Products, (c) Documentation as reasonably necessary in support of the System, and (ii) purchase of the Hardware.

2.2 Licensee shall not: (a) distribute or disclose the System, or any component thereof, by transfer, or any other means, (b) modify, alter, adapt, create derivative works of, improve, translate, localize, port or otherwise modify the System or any component thereof, (c) reverse engineer, disassemble or decompile or otherwise attempt to derive any of the proprietary algorithms, source code, techniques or other trade secrets of DARI embodied in the System or any component thereof, or used in the development thereof, or (d) permit any Third Party to engage in such conduct.

3 NEW SOFTWARE

3.1 Upgrades. If Licensee is current with payment of annual Support Fees, DARI or DIST may deliver all Upgrades released during such period, at no additional cost to Licensee. Licensee may utilize the Upgrades only in accordance with the terms of this Agreement.

3.2 Modules. DARI shall notify DIST or Licensee regarding release of expansion Modules during the Term. Licensee may purchase a license to such Modules at DARl's List Prices, if Support Fees are current.

4 SUPPORT AND CONSULTING SERVICES

4.1 Support Services. The Support Services offered by DARI are set forth in Exhibit B. DARI or DIST will prov1 e 1censee w1th thirty (30) days prior written notice of any substantial change in the Support Services offering.

4.2 Consulting Services. At Licensee's request, DARI or DIST may provide custom development, implementation, consulting and/or training services in connection with the System and/or the creation of Integrated Products ("Consulting Services"), provided that in no event will DIST be involved in custom development in connection with the System and/or the creation of Integrated Products. The scope and cost of Consulting Services and determining the ownership of Intellectual Property Rights that might arise if DARI is involved with the creation of Integrated Products shall be the subject of a separate agreement between the Parties.

5 INTELLECTUAL PROPERTY OWNERSHIP

5.1 DARI is the sole owner of (a) the Software and Documentation, (b) any enhancements, modifications derivative works or improvements of the Software and/or Documentation, and (c) all Intellectual Property Rights in and to the Software and Documentation (collectively, the "DAR I Intellectual Property"). Nothing herein constitutes a transfer of ownership in or to any DARI Intellectual Property.

5.2 Licensee will provide DARI, at DARl's expense, with such cooperation as may reasonably be requested by DARI to protect or enforce the DARI Intellectual Property and, in connection therewith, will promptly supply DARI with any information or materials related thereto that are reasonably requested by DARI. If Licensee becomes aware of any unauthorized use of the DARI Intellectual Property, Licensee will so advise DARI. DARI will have the sole right, in its discretion, to take, or elect not to take, such action as it deems advisable against any infringing party.

6 LIMITED WARRANTY

6.1 Warranty. DARI warrants that for a period of one year following delivery of the System (the "Warranty Period"), the System will operate substantially in accordance with the Documentation (the "Warranty Standard"). Thereafter, the Warranty Period will continue so long as Licensee elects to purchase Support Serv1ces and pays annual Support Fees in a timely manner.

6.2 Licensee Remedies. The Warranty shall not apply if the System's failure to meet the Warranty Standard results from accident, abuse, or misapplication by Licensee, or any failure to comply with the requirements set forth in the Documentation. Licensee must notify DARI of a sustained material failure to meet the Warranty Standard during the Warranty Period. In such event, Licensee must provide DARI or DIST with direct access to verify the System's operations, via either online and/or video conference access, as may be determined by DARI or DIST. If DARI or DIST agrees that the System is not adequately meeting the Warranty Standard, and DARI or DIST confirms that the System failure is not based on Licensee's environment and/or actions as specified in this Agreement, and DARI or DIST is unable to improve the System's operations remotely, then Licensee may return the System, or certain components of the System as specified by DARI or DIST (collectively the "Returned System"), for Warranty service. In such event, Licensee must request and receive a return merchandise authorization ("RMA") from DARI or DIST, and send the Returned System to DAR l's designated address at its expense. DARl's exclusive obligation and Licensee's sole remedy for any failure by the System to meet the Warranty Standard shall be, at DARl's option, repair or replacement of the Returned System, or a refund of the System Fee, within a commercially reasonable period of time after the Returned System is received by DARI.

6.3 NO OTHER WARRANTIES. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 6, DARI DISCLAIMS, AND LICENSEE WAIVES, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF TITLE AND AGAINST INFRINGEMENT.

7 FINANCIAL TERMS

Notwithstanding anything to the contrary herein, this Section 7 shall be subject to any terms and conditions set forth in any agreement and binding ordering documentation between DIST and Licensee with respect to the same subject matter.

7.1 Fees. Licensee will pay to DIST the System Fee for the System as set forth in Exhibit C or other applicable ordering documentation between Licensee and DIST (collectively, the "Fees"). The Fees shall be due and payable in full prior to delivery of the System. The Support Fees shall be payable annually thereafter on the anniversary date of the first payment. DARI or DIST, as applicable, may increase the Support Fees upon thirty (30) days prior written notice to Licensee. Licensee may decide not to renew Support Services after expiration of the first year, but DARI or DIST will then only provide services on an as available basis and for its then current rates. If Licensee later desires to renew full Support Services, DARI or DIST may require payment of Support Fees for all intervening periods and for the current year in advance.

7 .2 Payment. Licensee will pay DIST the Fees due hereunder prior to DARI or DIST shipping System to Licensee. Licensee will pay the Fees and any other amounts due hereunder by check or wire transfer in the local currency, according to written instructions given to Licensee by DIST. Licensee will bear all related bank charges. Any late payment will accrue interest at the lesser of a rate of 1.5% per month or the highest rate allowed by law. Licensee will pay any late payment charge upon remitting the principal amount to DIST.

7.3 Taxes; Shippingj Insurance. Licensee will be solely responsible for paying any use tax, sales tax, value added tax, excise tax, duty, custom or any other tax, fee, or charge of any nature whatsoever (except taxes on the · income of DARI or DIST) imposed by any governmental authority in connection with any of the transactions contemplated hereunder. In the event DARI or DIST is required to pay any such tax, fee, or charge, Licensee shall reimburse DARI or DIST therefore; or in lieu of such payment, Licensee shall provide DARI a valid exemption certificate or similar document acceptable to the authority imposing the tax, fee or charge. All Systems shall be shipped FOB to a carrier designated by Licensee and solely at Licensee's expense. All risk of loss for the System shall pass to Licensee upon delivery to its designated carrier. DARI or DIST may offer Licensee access to Third Parties for shipping and/or insurance needs.

8 TERM AND TERMINATION

8.1 Initial Term, Renewal Term(s). This Agreement shall commence on the Effective Date (or as otherwise set forth in any agreement or binding ordering documentation between DIST and Licensee) and continue unless terminated as provided herein.

8.2 Termination. Without prejudice to any other rights, either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within sixty (60) days after receipt of written notice specifying the breach, except in the following events: (a) if Licensee violates any restrictions specified in Section 2.2 of this Agreement, then Licensee is in immediate incurable breach of this Agreement, and (b) if Licensee's System does not meet materially the Warranty Standard, then Licensee's sole remedies are defined in Section 6.2 of this Agreement.

8.3 Effects of Termination. If this Agreement is terminated, Licensee's License to the Software shall cease immediately, Licensee shall terminate its use of the System and return the System to DARI or DIST pursuant to any instruction from DIST.

9 CONFIDENTIALITY. Each Party agrees that it shall not disclose to any Third Party any nonpublic information concerning the License, Fees, Licensees, trade secrets, methods, processes or any other confidential business information of the other Party or its employees or Licensees which it learns during the course of its performance of this Agreement, without the prior written consent of such other Party. Each Party shall use the same degree of care to protect the other Party's confidential information as it uses to protect its own like information, provided that neither Party shall use less than reasonable care. For the avoidance of any doubt, the DARI Intellectual Property shall be deemed the confidential information of DARI. This obligation will survive the expiration, cancellation or other termination of this Agreement.

10 INDEMNITY

10.1 By DARI. DARI will defend, indemnify and hold Licensee and its directors, officers, employees, agents, successors and permitted assigns harmless from and against any losses, liabilities, claims, costs, expenses and fees (including reasonable attorney's fees) arising from any and all Third Party claims alleging that the Software furnished by DARI violate any Third Party intellectual property rights. DARI shall have no obligation hereunder to the extent such a claim arises from: (i) any modifications to the Software made by Licensee, or use of the Software with any other software or hardware, (ii) DARI conforming the Software to specifications required by Licensee, (iii) use of, or reliance upon, the Software in a manner not permitted by this Agreement, (iv) any claims associated with software developed using the SOK, the Integrated Product, or the Hardware, or (v) where Licensee continues with the allegedly infringing activity after DARI has provided prior written notice thereof, except as may be reasonably necessary prior to a prompt and efficient cessation of Software usage. If, in DARl's judgment, an infringement or misappropriation claim may be or has been asserted, DARI may, at its option and sole expense: (i) procure the right for Licensee to continue using the Software, or (ii) replace or modify the Software to eliminate the infringement while providing functionally equivalent performance. As a last resort, if the foregoing options are not practicable, DARI may refund to Licensee the amount actually paid to DARI allocable to the infringing portion of the Software. The remedies set forth herein for infringement of Intellectual Property Rights, and misappropriation of trade secrets or Confidential Information constitutes the sole and exclusive obligation, and the sole and exclusive remedy, of Licensee and its directors, officers, employees, agents, successors and permitted assigns for any such claims.

11 LIMITATION OF LIABILITY. In no event, whether in contract or in tort, shall DARI be liable to Licensee or any Third Party for any special, incidental, indirect, exemplary, punitive, or consequential damages whatsoever (including, without limitation, damages, or lost profits), even if DARI has been advised in advance of the possibility of such damages. IN NO EVENT SHALL DARI'S MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED, IN THE AGGREGATE, THE FEES PAID BY CUSTDARIER TO DARI AT THE TIME SUCH CAUSE ARISES.

MISCELLANEOUS

12.1 Headings. The section headings used in this Agreement are intended for reference purposes only and shall not affect the interpretation of this Agreement.

12.2 Counterparts. This Agreement may be executed in counterparts (which may be exchanged by facsimile), each of which shall be deemed an original, but which together shall constitute one and the same instrument.

12.3 Waiver. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy under this Agreement shall operate as a waiver thereof.

12.4 Remedies Not Exclusive. Except as expressly set forth herein, no remedy hereunder is intended to be exclusive of any other remedy available hereunder or at law or in equity.

12.5 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall apply only to such provIs1on. The illegality, invalidity, or unenforceability of such provision shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and that provision, and this Agreement generally, shall be reformed, construed and enforced so as to most nearly give lawful effect to the intent of the Parties as expressed in this Agreement. The fact that any provision of this Agreement is held to be illegal, invalid or unenforceable in a particular jurisdiction shall have no effect upon the legality, validity, or enforceability of such provision in any other jurisdiction.

12.6 No Strict Construction. If an ambiguity or question arises with respect to any provision of this Agreement, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring either Party by virtue of authorship of any of the provisions of this Agreement.

12.7 Assignment. This Agreement may not be assigned or otherwise transferred by Licensee without the prior written consent of DARI, and any attempt to assign any rights, duties or obligations which arise under this Agreement without such consent shall be null and void.

12.8 Force Majeure. Neither Pi:irty shall be liable for any failure or delay In the performance of any of their respective obligations if prevented from doing so by a Force Majeure Event. "Force Majeure Event" means (i) floods, earthquakes, or other similar elements of nature or acts of God; (ii) riots, civil disorders, rebellions or revolutions in any country; or (iii) any other cause beyond the reasonable control of the nonperforming Party, provided the non-performing Party is without fault in failing to prevent or causing such default or delay, and such default or delay could not have been prevented or circumvented by the non-performing Party through the reasonable use of alternate sources, workaround plans or other reasonable precautions.

12.9 Notices. All notices and other communications required or permitted to be given to a Party pursuant to this Agreement shall be in writing, shall include a carbon copy delivered to DIST, and shall be deemed duly given (i) on the date delivered if personally delivered, (ii) on the date sent by telecopler with automatic confirmation by the transmitting machine showing the proper number of pages were transmitted without error, (iii) on the business day after being sent by Federal Express or another recognized overnight courier service which utilizes a written form of receipt for next business day delivery, or (iv) five (5) business days after mailing, if mailed by United States postage-prepaid certified or registered mail, return receipt requested, in each case addressed to the applicable Party at the address set forth on the first page of this Agreement; provided that a Party hereto may change its address for receiving notice by the proper giving of notice hereunder.

12.10 Governing Law/ Jurisdiction. This Agreement, and all matters arising directly or indirectly from this Agreement, shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to its conflict of laws rules applicable to contracts to be performed entirely within the State of Kansas. Any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located ln the State of Kansas, provided that, DARI shall have the right to seek injunctive relief to protect its Intellectual Property Rights or Confidential Information.

12.11 Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes any and all existing or prior agreements and communications, whether written or oral, relating to the subject matter hereof. No modification of this Agreement shall be effective unless it is in writing and signed by an authorized representative of each Party.

12.12 Independent Contractors. The relationship between the Parties is that of independent contractors only, and nothing in this Agreement shall be interpreted or construed to create a partnership, joint venture, employeremployee, or agency relationship, or any other relationship between the Parties, other than that of independent contractors. Licensee acknowledges DARI has no authority to bind DIST to this Agreement and DARI shall not be liable for any failure of DIST to perform its obligations or any breach of DIST arising under this Agreement.

12.13 Survival. The obligations under sections that contemplate performance or observance subsequent to termination or expiration of this Agreement, including the following sections: Section 5 ("Intellectual Property Ownership"), Section 7 ("Financial Terms"), Section 8.3 ("Effects of Termination"), Section 9 ("Confidentiality"), Section 10 ("Indemnity"), Section 11 ("Limitation of Liability"), Section 12.10 and any other sections that state that they are to survive expiration or termination, shall survive the termination of this Agreement.

Exhibit A

System Description Capturylive or CapturyStudio

Scanning
- Scan Space-approx .. 7m x 7m x 2.5m; 21ft x 21ft x 7.5ft with finger tracking, larger without
- Frame rate: 50-75 fps
- Resolution: 1440x1080
- Real-time Tracking and/or offline/post Tracking
  - multiple actors
  - fingers (optional)
  - face (optional)
- Designed for indoor and outdoor use
Hardware
- Desktop computer, with Monitor, Keyboard, Mouse
- 8-12 RGB Gig-E cameras (at64-78fps)
- 8-12 Lenses
- Network switch
- Mounting equipment (tripods, wall or ceiling mounts)
- 8-12 Camera Cables
- Calibration board
Software
- Captury Software pre-installed
- OS Ubuntu or Windows pre-installed
- Streaming VRPN, OSVR, ROS, OSC, BoB
- Streaming into Unity30, Unreal Engine, MotionBuilder
- Export FBX, C3D, BVH, CSV
Calibration
- Lens Calibration: On site in approximately 5 minutes -via a calibration board (provided)
- Volume Calibration: On site in approximately 5 minutes -via a calibration board (provided)
- Actor Calibration: On site in approximately in seconds
Output Format
- Supported through Plug-ins and SOK; inquire for specific formats
- Export to FBX, BVH, C3D, CSV, Matlab

Actual results may vary based on Licensee's setup, studio space, scanning projects, and other external factors that may be present in Licensees scanning environment. In the unlikely event that results vary materially from the ranges above, DARI or DIST must confirm the System's functionality via online and/or video conference with assistance from Licensee to perform such evaluation.

Exhibit B

Support Services

Support & Training
Direct live phone support or via Teamviewer for any need
Consulting on use of SOK
Video conference training for installation and other functions if needed
Onsite Visit
Onsite Visits will be billed separately per trip at costs to be agreed based on location and length of stay
All Software Upgrades free
Upgrade all versions including version number increases
Annual System License Renewal
Warranty on all Hardware
Efficient RMA procedures in the event of hardware failure
Multiple DIST Contact Points
Direct: Live access to DIST's support team during regular business hours
Online: DIST's support consultants will directly access System via Teamviewer or Zoom
Email: Use DARl's or DIST's Support Forum to help receive the information you need.
Offsite remote technical support
Software enhancement releases, upgrades
7x24 access to online technical knowledge (manuals, help functions, downloads)

Exhibit C

Fees

System Fee $__________ for System, all inclusive as defined in System Description in Exhibit A.
Support Fees $__________ per year, to renew the License and to receive Support Service as specified in Exhibit B.

Third Party Plugin Licenses

Unreal Engine

https://www.unrealengine.com/en-US/eula/creators

StretchSense

https://stretchsense.com/eula/

EULA

End User License Agreements

OptiTrack EULAs

TrackIR EULAs

Partner EULAs

Third Party Plugin Licenses

Maya & MotionBuilder

OpenVR

Unity

Unreal Engine

StretchSense

OptiTrack EULA