Protected by US and International Patents and Patents Pending. See www.quantuminterface.com/technology/#patents

This License Agreement (this “Agreement”) is a legal agreement between Quantum Interface, LLC (“QI”) and you, the recipient of QI’s software demonstrators (“Licensee”), and regarding the use of certain QI software applications that accompany this Agreement, as well as any updates to that software and any user documentation provided in electronic form (together, the “Software”).

BY DOWNLOADING AND/OR USING THE SOFTWARE, YOU ARE INDICATING ACCEPTANCE OF THIS AGREEMENT, AND YOU ARE (1) REPRESENTING THAT YOU ARE OVER THE AGE OF 18, (2) REPRESENTING THAT YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND YOU AND/OR YOUR COMPANY AND/OR EMPLOYER, AND (3) CONSENTING TO BE LEGALLY BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THESE TERMS OR CANNOT MAKE SUCH REPRESENTATIONS, THEN DO NOT DOWNLOAD/USE THE SOFTWARE.

• 1. Grant of License. Subject to the restrictions set forth in this Agreement, QI hereby grants to Licensee a non-exclusive license to install and use, but not reproduce, modify, or distribute, the Software during the term specified in Section 7, solely for Licensee (if Licensee is an individual) or Licensee’s employees (if Licensee is an entity) to test and evaluate the Software, on a non-commercial basis, on devices owned or controlled by Licensee (each, a “Device”).
• 2. Ownership. Except for the limited license granted in Section 1, QI retains all right, title, and interest, including all intellectual property rights, in and to the Software (including Software designs and software elements). Software constitutes QI’s valuable trade secrets. Accordingly, any unauthorized use or disclosure thereof would cause QI irreparable harm. The license granted pursuant to this Agreement is not a sale and does not transfer to Licensee title or ownership of the Software or a copy of Software, but only a right of limited use for non-commercial testing purposes. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO QI.
• 3. Pre-commercial Release Product. QI has not commercially released the Software, and the Software has not yet been tested like other commercially released software that Licensee may use. Therefore, it is likely that the Software will contain errors, including errors that may cause the Software or Devices to malfunction or cause a loss of data. QI is not obligated to correct errors, correct the effects of errors (e.g., fix any Device or recover lost data), or provide any technical support related to use of the Software. The Software may access applications or other materials on a Device provided by Licensee or third parties (collectively, “Third Party Content”). QI is not responsible in any way for Licensee’s use of Third Party Content and any resulting damages. Licensee chooses to use the Software at Licensee’s own risk.
• 4. Testing and Evaluating the Software. QI may periodically request that Licensee provide, and Licensee may provide to QI, feedback regarding the use, operation, and functionality of the SOLUTION (“Feedback”). “Feedback” includes, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems, suggested modifications, and user-desired features. Licensee hereby grants QI a perpetual, irrevocable, non-exclusive, world-wide, royalty-free, fully paid-up, fully sublicensable, and transferable right to use and incorporate Feedback into any products and services, to make, use, sell, offer for sale, import, and otherwise exploit such products and services, and to otherwise use, copy, distribute, and exploit the Feedback without restriction.
• 5. Confidentiality. Licensee will maintain in strict confidence the confidentiality of, and not disclose to any third party: (a) all non-public information disclosed by QI to Licensee in connection with this Agreement, and (b) all Feedback, Software performance data, and all other information obtained through Licensee’s testing and evaluation of the Software. Furthermore, Licensee may not, and will not permit any third party to, replicate, modify, disassemble, decompile, reverse engineer, rent, lease, loan, transfer, or copy any portion of the Software or concepts and designs incorporated therein. Licensee must not circumvent or disable any security or other technological features of the Software.
• 6. Other Services or Hardware Required. To use the Software, Licensee will need a Device and may need data carrier coverage (collectively, “Other Services”). Licensee are solely responsible for providing any Other Services and paying any attendant fees. QI will not provide, or pay any fees related to, Other Services.
• 7. Term and Termination. This Agreement will be effective upon the earlier of Licensee’s execution of this Agreement or use of the Software. This Agreement will terminate immediately upon notice from QI. QI’s rights and Licensee’s obligations will survive the termination of this Agreement. Upon termination of this Agreement, Licensee will delete all copies of the Software from all Devices.
• 8. NO WARRANTIES. THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QI AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE.
• 9. LIMITATION OF LIABILITY. QI’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED $25. QI WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF QI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
• 10. Indemnification. Licensee will defend QI (including all of its officers, employees, directors, subsidiaries, representatives, affiliates, and agents) (the “QI Indemnitees”) against any claim, demand, suit, or proceeding made or brought against any QI Indemnitee by a third party arising from Licensee’s use of the Software in violation of this Agreement (“Claim”) and will indemnify the QI Indemnitees for any damages finally awarded against, and for reasonable attorneys’ fees incurred by, QI Indemnitees in connection with any Claim if QI (a) promptly gives Licensee written notice of the Claim; (b) gives Licensee sole control of the defense and settlement of the Claim (except that Licensee may not settle any Claim unless the settlement unconditionally release QI Indemnitees of all liability); and (c) provides to Licensee all reasonable assistance, at Licensee’s expense.
• 11. General. This Agreement is governed by the laws of the State of Texas, without reference to its conflict of laws principles that would result in the application of the laws of another jurisdiction. Any dispute between Licensee and QI regarding this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas. This Agreement is the entire agreement between Licensee and QI and supersedes any other communications with respect to the Software except that it does not supersede any non-disclosure agreement between the parties containing terms more protective of QI’s information. Licensee may not assign this Agreement. QI may freely assign this Agreement. Any assignment in violation of the foregoing is void.