SDK Solutions Licensing Agreement

End User License Agreement

For Harmoneyes Software Development Kit

IMPORTANT—READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and RightEye, LLC (“COMPANY”) for the software development kit software that accompanies this EULA (“HarmonEyes Software”). The HarmonEyes Software includes sample source code (“Sample Code”), software libraries (“Libraries”), and header files (“Headers”). The HarmonEyes Software is licensed, not sold. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE HARMONEYES SOFTWARE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE HARMONEYES SOFTWARE.

1. License Grants.

1.1 T All licenses granted for HarmonEyes Software are granted solely for the purpose of designing, developing, and testing eye-tracking software that operates in compliance with all applicable laws, including privacy laws. It is your responsibility to ensure such compliance. COMPANY reserves all rights not expressly granted.

1.2 COMPANY grants to you a personal, non-exclusive, nontransferable, royalty-free license to:

(a) use and copy the HarmonEyes Software;

(b) create derivative works of the Sample Code, Headers, and Libraries; and

(c) distribute the Sample Code, Headers, and Libraries, and any derivative works thereof that you create, in object code form as part of your software.

1.3 If you choose to exercise your rights under Section 1.2, you agree:

(a) to distribute your software based on any Sample Code, Headers, or Libraries, pursuant to an industry standard end user license agreement that protects COMPANY’s rights to the same or greater degree than this EULA;

(b) not to use COMPANY’s name, logo, or trademarks to market your software without a separate written agreement in place with COMPANY (for clarity, this EULA does not grant any right to use the COMPANY’s trademarks in any manner);

(c) to display your own valid copyright notice which shall be sufficient to protect COMPANY’s copyright in the HarmonEyes Software;

(d) not to remove or obscure any copyright, trademark or patent notices that appear on the HarmonEyes Software as delivered to you;

(e) to indemnify, hold harmless, and defend COMPANY from and against any claims or lawsuits, including attorney’s fees, that arise or result from the use or distribution of the HarmonEyes Software;

(f) not to use the HarmonEyes Software in any manner constituting a sale, lease, sublicense, service bureau, time-sharing or similar service for the benefit of third parties.

2. Limitations On Reverse Engineering.

You may not reverse engineer, decompile, disassemble, or attempt to derive the source code or to decrypt the HarmonEyes Software.

3. Software Transfer.

The initial user of the HarmonEyes Software may make a one-time permanent transfer of this EULA and HarmonEyes Software to another end user, provided: (i) the transfer is made in the context of a sale of the assets of the initial user, not as a sale of the HarmonEyes Software alone, and (ii) the initial user retains no copies of the Software. This transfer must include all of the HarmonEyes Software. The transfer may not be an indirect transfer, such as a consignment. Prior to the transfer, the end user receiving the HarmonEyes Software must agree to all the EULA terms, and you must notify COMPANY in writing of the transfer and provide contact information for the receiving end user.

4. Term And Termination.

This EULA shall continue perpetually but may be terminated by either party upon prior written notice. Without prejudice to any other rights, COMPANY may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such an event, you must destroy all copies of the HarmonEyes Software and all of its component parts and certify such destruction to COMPANY in a signed, written format.

5. Limited Warranty; Disclaimer Of Other Warranties.

COMPANY warrants that the HarmonEyes Software will perform substantially in accordance with the accompanying materials for a period of ninety (90) days from the date of receipt.

If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (NINETY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY-DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND.

6. Disclaimer Of Other Warranties.

The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, COMPANY and its suppliers provide the HarmonEyes Software AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties, whether express, implied or statutory, including, but not limited to, any implied warranties of merchantability, or non-infringement. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you.

7. Limitation On Remedies; No Consequential Or Other Damages.

Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by COMPANY, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO INCIDENTAL OR CONSEQUENTIAL DAMAGES, even if the HarmonEyes Software does not meet COMPANY’s Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The Exclusion of Incidental, Consequential and Certain Other Damages are also incorporated into the Limited Warranty.

8. Your Exclusive Remedy.

COMPANY’s and its suppliers’ entire liability and your exclusive remedy for any breach of this Limited Warranty or for any other breach of this EULA or for any other liability relating to the HarmonEyes Software shall be, at COMPANY’s option: (a) return of the amount paid (if any) for the HarmonEyes Software, or (b) repair or replacement of the HarmonEyes Software, that does not meet this Limited Warranty. This Limited Warranty is void if failure of the HarmonEyes Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement HarmonEyes Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and COMPANY will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with COMPANY’s warranty remedy procedures.

9. Export Restrictions.

You acknowledge that the HarmonEyes Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the HarmonEyes Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.

10. Governing Law; Attorneys’ Fees.

This Agreement shall be construed and controlled by the laws of the State of Maryland, USA, and you consent to the jurisdiction and venue in the United States federal courts sitting in Montgomery County, Maryland, USA, unless no federal subject matter jurisdiction exists, in which case you consent to the jurisdiction and venue in the state courts of Montgomery County, Maryland, USA. You waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. If either COMPANY or you employ attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

11. Entire Agreement; Severability.

This EULA and the ORDER FORM to which it is attached constitutes the entire agreement between you and COMPANY relating to the HarmonEyes Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the HarmonEyes Software or any other subject matter covered by this EULA. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.