This End-User License Agreement ("EULA") is a legal agreement between (a) you (either an individual or a single entity) (hereinafter “You” or the “Purchaser”) and (b) Q3D Sensing, Inc. ("Q3D Sensing™", “Q3D Sensing”, “Q3D™” or “Q3D”) a Delaware, USA corporation, that governs your use of the Q3D Sensing software product including all versions thereof (including, without limiting the foregoing, Demo, Free, View, Edit, Prime and Pro versions) and any other software product installed on or made available by Q3D Sensing (“Software Product”) to you for use with the notebook, tablet or “2 in 1” computer, mobile device, desktop computer or other central processing unit (“CPU”) that the Software Product has been pre-installed on or in, such as, but not limited to, a DPI Kit (the “Pre-installed Hardware”) or otherwise provided to you for installation on one (1) CPU device whether a notebook, tablet, “2 in 1” computer, mobile device or other CPU (the “Post-installed Hardware” and collectively the Pre-installed Hardware and the Post-installed Hardware are referred to as the “Installed Hardware.”) Other software provided by third parties and used with the Pre-installed Hardware may be subject to a separate EULA. The term "Software Product" means computer software, in machine readable form only, and may include associated media, printed materials and "online" or electronic documentation. 

Q3D Sensing™ software is licensed to Q3D Sensing Inc by DotProduct LLC (“DotProduct”), which holds all copyrights thereto.  Q3D™ and Q3D Sensing™ are Trademarks of Q3D Sensing, Inc.

BY ORDERING THE PRE-INSTALLED HARDWARE AND/OR THE SOFTWARE PRODUCT SUBJECT TO THESE TERMS, CLICKING "I AGREE" IN THE SOFTWARE PRODUCT START UP INTERFACE, REMOVING OR BREAKING THE STICKER, SEAL OR OTHER EULA NOTIFIER FROM THE PRE-INSTALLED HARDWARE OR OTHERWISE TAKING ANY STEP TO INSTALL OR USE THE SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT THESE LICENSE TERMS, OR OTHERWISE REJECT THE SOFTWARE PRODUCT YOUR SOLE REMEDY IS TO RETURN THE SOFTWARE, INCLUDING ALL COPIES TO YOUR PLACE OF PURCHASE WITHIN 14 DAYS FOR A FULL REFUND SUBJECT TO THE REFUND POLICY OF YOUR PLACE OF PURCHASE AND ANY TERMS AND CONDITIONS OF THE PURCHASE OF THE PRE-INSTALLED HARDWARE. IN ANY EVENT, IF YOU REJECT THESE TERMS YOU ARE NOT LICENSED TO USE THE SOFTWARE PRODUCT, AND HAVE NO RIGHTS TO USE IT, AND MUST STOP USING THE SOFTWARE PRODUCT. 

1. GRANT OF SOFTWARE LICENSE. During the Term, Q3D Sensing grants you the following non-exclusive rights provided you agree to and comply with all terms and conditions of this EULA: 

a.) Use. You may use the Software Product only as integrated with the Pre-Installed Hardware unless explicitly and specifically permitted by Q3D Sensing in writing. If the Software is provided to you separately from Pre-Installed Hardware, you have the right to install it in one Post-Installed Hardware only (collectively the “Installed Hardware.”) You may not separate component parts of the Software Product from the Installed Hardware without express written permission. You do not have the right to distribute the Software Product. You may load the Software Product into the Installed Hardware’s temporary memory (RAM) for purposes of using the Installed Hardware with the Software Product. 




b.) Storage. The Software Product may only be stored or copied into the Installed Hardware and may not be separated from the Installed Hardware, unless specifically and explicitly allowed by Q3D Sensing in writing.




c.) Reservation of Rights. The Software Product is licensed, not sold, to you by Q3D Sensing. Q3D Sensing and its suppliers (if any) own all right, title and interest in and to the Software Product and reserve all rights not expressly granted to you in this EULA. You agree to refrain from any action that would diminish such rights or would call them into question. 




d.) Freeware. Notwithstanding the terms and conditions of this EULA, all or any portion of the Software Product which constitutes non-proprietary Q3D Sensing software or software provided under public license by third parties ("Freeware"), is licensed to you subject to the terms and conditions of the software license agreement accompanying such Freeware whether in the form of a discrete agreement, shrink wrap license or electronic license terms accepted at time of download. Use of the Freeware by you shall be governed entirely by the terms and conditions of such license. The terms of such licenses may be found in electronic format under the “About” tab in the Software Product. 




e.) “Not-for-Resale” End User Licenses. Q3D Sensing may make a small number of licenses of the Software Product available for free or at steep discount to partners for promotional or educational purposes. Any of the Software Product that is provided for free or at steep discount shall be presumed to be Not-for-Resale Copies, unless otherwise stated in writing by Q3D Sensing. Notwithstanding anything to the contrary contained in Section 1.a. above, or otherwise in this Agreement, these copies (together, "Not-for-Resale Copies") can only be activated by an authorized Q3D Sensing employee (the "NFR Coordinator") to be valid, can only be used for a limited time as specified by the NFR Coordinator (the "Not-For-Resale Term") and are subject to special license terms as set forth in this Section 1.e. below (instead of the license terms set forth in Section 1.a. above). If the NFR Coordinator has authorized Customer to use a Not-For-Resale Copy of the Software Product, Q3D Sensing hereby grants Customer a worldwide (subject to Section 11 below), non-exclusive, non-sublicensable license to: use the Software Product and any updates to the applicable Software Product, solely for the purpose of promoting the sale of the Software Product and/or related Q3D Sensing products, or training users of the Software Product, solely in object code form, solely in connection with the Installed Hardware devices and solely during the Not-For-Resale Term (subject to earlier termination upon notice from Q3D Sensing).

2. UPGRADES. To be eligible for upgrades or support you must have an active license of Q3D Sensing. To use a Software Product identified as an upgrade or marked with a version number greater than you obtained with, or originally installed on, the Installed Hardware, you must first be licensed for the original Software Product identified by Q3D Sensing as eligible for the upgrade. After upgrading, you may no longer use the original Software Product that formed the basis for your upgrade eligibility. If you have a perpetual license, you are only eligible for upgrades if you are active on software support and maintenance related to that product. 

3. ADDITIONAL SOFTWARE. This EULA applies to updates or supplements to the original Software Product provided by Q3D Sensing unless Q3D Sensing provides other terms along with the update or supplement. In case of a conflict between such terms, the other terms will prevail. 

4. TRANSFER. 

a.) Third Party. The Software Product may only be transferred to another end user as part of a transfer of the Pre-Installed Hardware on which it is installed. Any transfer must include all component parts, media, printed materials and this EULA. The transfer may not be an indirect transfer, such as a consignment. Prior to the transfer, the end user receiving the transferred product must agree to all the EULA terms. Upon transfer of the Pre-Installed Hardware, your license is automatically terminated. 

b.) Restrictions. You may not rent, lease or lend the Software Product or use the Software Product for commercial timesharing or bureau use, except as a rental, lease or loan of the Pre-Installed Hardware. You may not sublicense, assign or transfer the license or Software Product except as expressly provided in this EULA. Transfer of Installed Hardware shall not transfer this license and shall void all warranties, if any, provided. 

c.) Any licenses of Software Product provided under Section 1.e. above, or otherwise subject to that provision, may NOT be transferred. 

5. PROPRIETARY RIGHTS. All intellectual property rights in the Software Product and user documentation are owned by DotProduct LLC and Q3D Sensing (or its suppliers in the case of software supplied but not owned by DotProduct LLC or Q3D Sensing, if any) and are protected by law, including but not limited to United States copyright, trade secret, patent and trademark law, as well as other applicable laws and international treaty provisions. The structure, organization and code of the Software Product are the valuable trade secrets and confidential information of DotProduct LLC and Q3D Sensing and its suppliers. You shall not remove any product identification, copyright notices or proprietary restrictions from the Software Product. Key portions of the Software Product are protected by at least one U.S. Software patent with international treaty protections. 

6. LIMITATION ON REVERSE ENGINEERING. You may not reverse engineer, decompile, disassemble or create derivative works of the Software Product, except and only to the extent that the right to do so is mandated under applicable law. Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license or title to you other than those explicitly granted under this EULA. You agree that unauthorized copying of the Software Product or failure to comply with the above restrictions will result in automatic termination of this Agreement and will constitute immediate, irreparable harm to Q3D Sensing and DotProduct LLC for which monetary damages would be an inadequate remedy, in which case injunctive relief will be an appropriate remedy for such breach. 

7. LIMITED WARRANTY; DISCLAIMER. You acknowledge that results obtained from the Installed Hardware and Software Product can vary greatly depending on conditions and work process of the user, as well as the type and condition of the Installed Hardware. The Software Product is offered on an "AS-IS" basis and Q3D Sensing does NOT warrant that the functions contained in the Software Product will meet your requirements or that the operation of the Software Product will be uninterrupted or error free. Computer software is inherently subject to bugs and potential incompatibility with other computer software and hardware. You should not use the Software Product for any applications in which failure could cause any significant damage or injury to persons or tangible or intangible property. Notwithstanding the above disclaimer, for the purposes solely of repair, return of the Pre-Installed Hardware and Software Product, or refund of purchase price, Q3D Sensing warrants that, (a) for the first twelve (12) months from the date of delivery of the Pre-Installed Hardware or the Software Product, the Software Product (excluding third party software subject to a third party license provided or made available with a Pre-Installed Hardware component) will substantially conform to their published specifications. Purchaser's sole remedy and Q3D Sensing's sole liability for a failure of the Software Product to comply with this warranty shall be, at Q3D Sensing's election, (i) to repair or replace the non-conforming Software Product (ii) if repair or replacement is not practicable, for Purchaser to return the Software Product and receive a credit for any payments actually made for the Software Program. This warranty shall not apply to any Software Product which Q3D Sensing determines has been subject to (a) modification (by Purchaser or any third party on its behalf other than Q3D Sensing), (b) use not in accordance with the terms herein or the published specifications or documentations, (c) a physical or operating environment not in accordance with the applicable specifications, (d) failure caused by a product or components not provided or approved by Q3D Sensing; or (e) improper storage or handling, misuse, neglect, testing, maintenance, repair, alteration or damage by Purchaser or any third party on its behalf other than Q3D Sensing. Any repairs, fixes, or replacement parts provided as part of the foregoing warranty do not extend the warranty period for any Software Product beyond the period applicable to the Software Product originally delivered. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SOFTWARE PRODUCT AND ANY SERVICES PERFORMED BY Q3D SENSING HEREUNDER ARE PROVIDED “AS IS”, AND NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, ARE MADE, AND ARE HEREBY DISCLAIMED, WITH RESPECT TO THE THE SOFTWARE PRODUCT AND SUCH SERVICES, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Q3D SENSING DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE OR FREE OF VIRUSES. Q3D SENSING MAKES NO WARRANTY REGARDING ANY NON-Q3D SENSING PRODUCT, WHETHER OR NOT SUCH PRODUCT MAY OR MUST BE USED IN CONJUNCTION WITH ANY Q3D SENSING PRODUCT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Q3D SENSING OR A Q3D SENSING AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

8. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Q3D SENSING, ITS AFFILIATES, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OR DISCLOSURE OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY OBLIGATION OR DUTY, INCLUDING BUT NOT LIMITED TO AN OBLIGATION TO OBTAIN PRODUCT CERTIFICATION OR A DUTY OF GOOD FAITH OR REASONABLE CARE, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF, OR INABILITY TO USE, THE SOFTWARE PRODUCT, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION HEREIN, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF Q3D SENSING, ITS AFFILIATES, LICENSORS OR ANY SUPPLIER, AND EVEN IF THEY OR ANY ONE OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ABOVE EXCLUSIONS AND LIMITATIONS SHALL NOT APPLY SOLELY TO THE EXTENT THAT APPLICABLE JURISDICTIONS DO NOT ALLOW SUCH EXCLUSIONS OR LIMITATIONS. 

9. LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR ANY DAMAGES OR LOSSES THAT PURCHASER OR ANY OTHER PARTY (INCLUDING WITHOUT LIMITATION ANY PARTY THAT PURCHASES THE PRE-INSTALLED HARDWARE FROM PURCHASER), MIGHT INCUR FOR ANY REASON WHATSOEVER, THE ENTIRE AND MAXIMUM LIABILITY OF Q3D SENSING, ITS AFFILIATES, LICENSORS AND ANY SUPPLIERS, IN THE AGGREGATE, FOR ALL CLAIMS MADE IN CONTRACT, TORT OR OTHERWISE IN CONNECTION WITH THE SUBJECT MATTER HEREOF, AND PURCHASER’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING, SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY PURCHASER TO Q3D SENSING, FOR THE SOFTWARE PRODUCT THAT CAUSED THE DAMAGES OR LOSSES DURING THE TWELVE (12) MONTHS PRECEDING THE CIRCUMSTANCES THAT GAVE RISE TO THE CLAIM, IF ANY. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 

Some states/jurisdictions do not allow exclusion of implied warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to you in its entirety. 

IN NO EVENT DOES Q3D SENSING PROVIDE ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY HARDWARE OR SOFTWARE WHETHER OR NOT THE SOFTWARE PRODUCT IS DESIGNED OR INTENDED TO BE USED WITH SUCH HARDWARE OR SOFTWARE, INCLUDING THE PRE-INSTALLED HARDWARE, AND Q3D SENSING DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY FAILURES THEREOF. 

10. ASSIGNMENT. Purchaser may not assign or delegate any related quotation, Terms and Conditions, or any rights or obligations herein, to any third party unless Q3D Sensing expressly consents to such assignment in writing. Any assignment or delegation without such consent shall be null and void. Q3D Sensing will have the right to assign or delegate this Agreement and/or any portion thereof as Q3D Sensing may deem appropriate. 

11. EXPORT COMPLIANCE ASSURANCE. Purchaser acknowledges that all hardware, software, source code and technology (collectively, “Technology”) obtained from Q3D Sensing are subject to international and United States (“US”) government export control and economic sanctions laws. Purchaser assures that it, and its subsidiaries and affiliates, will not directly or indirectly export, re-export, transfer or release (collectively, “Export”) any Technology or direct product thereof to any destination, person, entity or end-use prohibited or restricted under US laws without prior US government authorization to the extent required by applicable laws and regulations. The US government maintains embargoes and sanctions against certain countries, currently Cuba, Iran, Libya, North Korea, Sudan and Syria, but any amendment to the countries under a US embargo or sanction shall apply. Purchaser acknowledges that other countries may have trade laws and regulations pertaining to import, use, Export or distribution of Technology, and that compliance with the same is the responsibility of Purchaser. This requirement shall survive any termination or expiration of this Agreement. Purchaser shall comply with the provisions of all applicable federal, state, and local laws, regulations, rules, conventions, standards and ordinances, including best industry practices, applicable to the transactions governed by these Terms and Conditions, and Purchaser shall provide and be responsible for compliance with any applicable safety certifications or approvals related to workplace safety, labor conditions, child labor and environmental protection. 

12. APPLICABLE LAW; MISCELLANEOUS. To the maximum extent allowed by law, these terms shall be construed and controlled by the laws of the State of California, United States, and Purchaser consents to the non-exclusive jurisdiction and venue of the United States federal and state courts of the State of California, provided that Q3D Sensing may seek immediate injunctive or other relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction, and Purchaser waives all defenses of lack of personal jurisdiction and forum non conveniens. To the maximum extent allowed by law, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY. If any provision of these terms shall be held to be invalid, illegal or unenforceable, such holding shall in no way affect or impair the remaining provisions, and the parties shall use their reasonable efforts to substitute valid and enforceable provisions which have the closest meaning and purpose as those so held. These terms set forth the entire understanding of the parties, which supersedes and merges all prior proposals, understandings and all other agreements oral and written between the parties relating to the subject matter herein and may not be modified except in a writing executed by Q3D Sensing. Failure of a party to enforce any of the provisions of these terms will not be construed to be a waiver of the provision, and no waiver of any rights hereunder shall be deemed to be a waiver of the same or other right on any other occasion. For all issues relating to Q3D Sensing’s collection of personally identifiable information, and the privacy or data security measures employed, please refer to Q3D Sensing’s Privacy Policy located on its website. The parties hereby agree that this Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods. You represent that you are of the legal age of majority in your state, province jurisdiction of residence and, if applicable, you are duly authorized by your employer to enter into this contract. 

13. TERM. If you purchased the Software Product license in the normal course of business from Q3D Sensing or one of its authorized resellers, you are licensed to use the Software Product with the Installed Hardware, in accordance with this EULA, for the term stated in the documentation of the transaction and/or the term of the provided or pre-installed electronic license key provided as part of that transaction and any subsequent license key extensions related to that transaction. If a new term and electronic license key is not provided in the course of normal business by Q3D Sensing, this license and all of your rights herein shall expire. If the Software Product was loaned or otherwise provided to you as part of technical evaluations and/or business partnering negotiations, or for other reasons other than in the normal course of business trade, whether or not under a non-disclosure agreement, then this EULA may be terminated at any time by Q3D Sensing. This EULA is effective unless terminated or rejected by Q3D Sensing. This EULA will also terminate upon conditions set forth elsewhere in this EULA or if you fail to comply with any term or condition of this EULA. The termination of this EULA shall not terminate the obligations herein, including, without limitation, those in Section 4 6, and 11 above, which shall survive such termination. Upon termination you must, and you hereby agree to, uninstall, delete or otherwise destroy any copies of the Software Program you have. 

14. PRIVACY AND CONSENT TO USE OF DATA. You agree that Licensor may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Software Product. Q3D Sensing may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you. Where applicable, consent for collection and/or use of personally identifiable information shall be in compliance with REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL (GDPR.) Q3D Sensing’s latest privacy policy may be found at https://www.q3dsensing.com/privacy.html

15. U.S. GOVERNMENT CUSTOMERS. Consistent with FAR 12.211 and 12.212, Commercial Computer Software, Computer Software Documentation, and Technical Data for Commercial Items are licensed to the U.S. Government under Q3D Sensing's standard commercial license. The Software Product and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable. 

16. ENTIRE AGREEMENT. This EULA (including any addendum or amendment to this EULA which is included with the PreInstalled Hardware or the Software Product as delivered), together with any Terms and Conditions of purchase and/or download, represent the entire agreement between you and Q3D Sensing relating to the Software Product and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any Q3D Sensing policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. In the event of a conflict between the English and any non-English versions of this EULA, the English version shall govern. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provision of the EULA will remain in force and effect.