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MOVIDIUS SOFTWARE LICENCE AGREEMENT

IMPORTANT - read before downloading, copying, installing or using


Do not use or load this software and any associated materials
(collectively, the "Software") until you have
carefully read the
following terms and conditions. By loading or using the Software,
you agree to the terms
of this Agreement. If you do not wish so to
agree, do not install or use the Software.
SOFTWARE LICENCE
The Software is protected by copyright laws and international copyright
treaties, as well as other intellectual
property laws and treaties.
The Software is licensed, not sold. The licensor is Movidius Limited,
company number 408970 incorporated in Republic of Ireland, registered
office 19 Mountjoy Square, Dublin 1, Ireland.
GRANT OF LICENCE
You may install and use one copy of the Software onto a single computer
for your personal use.
The primary user of the computer on which the
Software is installed may make a second copy for
his or her exclusive use
on a portable computer.
You may also store or install a copy of the Software
on a storage device, such as a network server,
in order to run the Software
on your other computers over an internal network; however, you must acquire
and dedicate a license for each separate computer on which the Software is
run from the storage device.
A license for the Software may not be shared
or used concurrently on different computers.
Upon accepting this Licence you
undertake:
not to reverse engineer, decompile, or disassemble the Software,
except and only to the extent that
such activity is expressly permitted by
applicable law notwithstanding this limitation.
not to translate, modify,
lease, rent, loan, redistribute, sub-lease, sub-license or create
derivative
works from the Software.
to supervise and control use of the Software in accordance with the
terms of this Licence.
to ensure that your employees, agents and other parties who will use
the Software are notified
of this Licence and the terms hereof prior to such
employee, agent or party using the same.
to reproduce and include the copyright notice of the Licensor as it
appears in or on the Software on all copies.
not to provide or otherwise make available the Software to any person
other than your employees or as specified herein without prior written consent
from the Licensor.
not to use the Software for immoral, illegal or for any other purpose
which may be determined
threatening, abusive or harmful including but not
limited to the creation or transmission of any
virus, worm, Trojan horse or any
other destructive or contaminating program.
within 14 days after the date of termination or discontinuance of this
Licence for whatever reason, to destroy the Software and all upgrades or copies.
The Software may not be transferred to another party.
EVALUATION SOFTWARE
This Software may be a free evaluation version of software that is normally subj
ect
to a licence fee.
In this case it is provided for evaluation purposes only, and in
addition to the above you undertake:
to use it for evaluation purposes only.
not to use it in any commercial application whatsoever.
OWNERSHIP OF SOFTWARE AND COPYRIGHTS
Title to all copies of the Software remains with Movidius. The Software is
copyrighted and protected by the laws of the Republic of Ireland
and other countries,
and international treaty provisions. You may not remove any copyright notices fr
om
the Software.
At any time and without notice, Movidius may make changes to the
Software or to items referenced therein, but is not
obligated to support or update
the Software. Except as otherwise expressly provided, Movidius grants no express
or
implied
right under Movidius patents, copyrights, trademarks or other intellectual
property rights.
NO WARRANTIES
(a) Subject to clause (e) below and except as otherwise provided in this clause
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS
OR
IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PAR
TICULAR
PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT.
(b) MOVIDIUS DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT SUCH
ERRORS
WILL BE CORRECTED AND YOU ARE SOLELY
RESPONSIBLE FOR ALL COSTS AND EXPENSES ASSOCIATED
WITH RECTIFICATION, REPAIR OR DAMAGE CAUSED BY SUCH ERRORS.
Exclusion of warranties may
not be valid in certain jurisdictions, however, the only applicable laws under w
hich
this licence
may be construed are specified below.
Movidius may create new versions of the Software ("upgrades") which may correct
such
errors and although Movidius has no obligation
to notify existing licensees of such
upgrades, the same will be made available at the same internet site as the licen
see
downloaded the Software accompanying this licence or from another internet site
operated
by Movidius, at such cost as shall be indicated.
(c) MOVIDIUS SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY LOSS OR DA
MAGE
WHATSOEVER OR HOWSOEVER CAUSED ARISING
DIRECTLY OR INDIRECTLY IN CONNECTION WITH THIS
LICENCE, THE SOFTWARE, ITS USE OR OTHERWISE, EXCEPT TO THE EXTENT THAT
SUCH LIABILITY
MAY NOT BE LAWFULLY EXCLUDED UNDER THE APPLICABLE LAW.
(d) NOTWITHSTANDING THE GENERALITY OF (c) ABOVE, MOVIDIUS EXPRESSLY EXCLUDES LIA
BILITY
FOR INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL LOSS OR DAMAGE WHICH MAY ARISE IN
RESPECT OF THE SOFTWARE HOWSOEVER CAUSED EVEN IF ADVISED OF THE POSSIBILITY OF S
UCH DAMAGES.
(e) IN THE EVENT THAT MOVIDIUS INCURS ANY LIABILITY WHATSOEVER, SUCH LIABILITY I
S
LIMITED TO THE LICENCE FEE PAID BY YOU FOR
THE SOFTWARE (EXCEPT FOR DEATH OR PERSONAL
INJURY ARISING FROM MOVIDIUSS NEGLIGENCE).
TERMINATION OF THIS AGREEMENT
Movidius may terminate this Agreement at any time if you violate its terms. Upon

termination, you will immediately destroy the
Software or return all copies of the
Software to Movidius. You may terminate this Agreement at any time by destroying
the
Software,
documentation and all copies. No Licence fee is refundable unless by prior
agreement from Movidius.
APPLICABLE LAW
This Licence shall be governed by the laws of Republic of Ireland and the partie
s submit
to the exclusive jurisdiction of the Irish Courts.
You may not export the Software in
violation of applicable export laws and regulations. Movidius is not obligated u
nder any
other agreements,
unless they are in writing and signed by an authorized representative of Movidiu
s.