End-User License Agreement (EULA) of Calib GEOM Pro This End-User License Agreement ("EULA") is a legal agreement between you and Calib.io ApS. This EULA agreement governs your acquisition and use of the Calib GEOM Pro software ("Software"). This license agreement shall take precedence over any terms or conditions put forth by a customer's purchase order, or any written or verbal communication. Please read this EULA agreement carefully before completing the installation and sign-in setup process and using Calib GEOM Pro. It provides a license to use the Calib GEOM Pro software and contains warranty information and liability disclaimers. By purchasing or installing and/or using the Calib GEOM Pro software, you are confirming your acceptance of the Software and agreeing to become bound by the terms of this EULA agreement. If you are entering into this EULA agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority or if you do not agree with the terms and conditions of this EULA agreement, do not install or use the Software, and you must not accept this EULA agreement. This EULA agreement shall apply only to the Software supplied by Calib.io ApS herewith regardless of whether other software is referred to or described herein. The terms also apply to any Calib.io ApS updates, supplements, Internet-based services, and support services for the Software, unless other terms accompany those items on delivery. If so, those terms apply. DEFINITIONS For the purposes of this EULA: "Commercial Use" means using the Software to calibrate devices which are subsequently sold, distributed commercially, or provided to third-party customers. This includes, but is not limited to: - Calibrating cameras, sensors, or other devices that are sold as products - Calibrating devices that are integrated into products sold to customers - Performing contract R&D services for customers - Providing calibration services to third parties for compensation "Commercial Use" does NOT include: - Using the Software to calibrate devices for internal business purposes where the devices themselves are not sold - Research and development activities that do not result in sold products - Academic research and educational purposes "Named User" means an individual identified by a unique personal account. "Seat" means the authorization for one Named User to access and use the Software under a license. LICENSE GRANT Calib.io ApS grants you a license to use the Calib GEOM Pro software, subject to the number of Seats included with the license and the other terms of this agreement. LICENSE TYPES All licenses include the number of Seats specified at the time of purchase or issuance. Each Seat must be assigned to a Named User before that Named User may access or use the Software. Except for Trial Licenses, all licenses are perpetual, meaning they grant the right to use the purchased version of the Software indefinitely without recurring fees or subscription requirements, subject to the terms of this agreement. Calib GEOM Pro is available under the following license types: 1. Commercial License - Permits: Commercial Use (as defined above) 2. Research and Development (R&D) License - Permits: Using the Software for internal R&D activities - Does NOT permit: Commercial Use (as defined above) 3. Academic License - For recognized academic institutions (e.g., University, College, High School) or subunits - Permits: Using the Software for academic research and educational purposes - Does NOT permit: Commercial Use (as defined above) 4. Trial License - Limited, non-exclusive, non-transferable, time-limited license for testing purposes - Permits: Testing the Software for evaluation purposes only - Does NOT permit: Commercial Use (as defined above) - Does NOT include: Support or maintenance - Expiration: Software automatically stops functioning at end of trial period LICENSE VALIDATION Licenses require account-based sign-in and periodic refresh: - Access is granted only to Named Users who have been assigned an available Seat within an organization - A Seat is bound to its Named User for at least 90 consecutive days from the date of assignment and may not be transferred or reassigned during that period - After the 90-day period, an organization owner or administrator may reassign the Seat to another Named User; each reassignment begins a new 90-day binding period - When internet connectivity is available, the Software refreshes its entitlement with the licensing service using the signed-in account - The Software may continue to run offline for a limited cached entitlement period after a successful refresh - Logging out removes the locally cached session from the device RESTRICTIONS You are not permitted to: Share account credentials or session material with any other person Edit, alter, modify, adapt, translate or otherwise change the whole or any part of the Software nor permit the whole or any part of the Software to be combined with or become incorporated in any other software (except through normal use), nor decompile, disassemble or reverse engineer the Software or attempt to do any such things Reproduce, copy, distribute or resell the Software Allow any third party outside your organization to use the Software on behalf of or for the benefit of any third party Use the Software in any way which breaches any applicable local, national or international law Use the Software for any purpose that is a breach of this EULA agreement UPDATES A purchased license entitles you to: - The purchased version and all subsequent minor and patch releases within the same major version - Example: A license for v2.1 includes all v2.x releases (v2.2, v2.3, etc.) - Example: A license for v2.0 includes all v2.x releases To access a new major release (e.g., upgrading from v2.x to v3.0), a new license must be purchased. Calib.io ApS is under no obligation to provide updates of any sort. INTELLECTUAL PROPERTY AND OWNERSHIP Calib.io ApS shall at all times retain ownership of the Software as originally downloaded by you and all subsequent downloads of the Software by you. The Software (and the copyright, and other intellectual property rights of whatever nature in the Software, including any modifications made thereto) are and shall remain the property of Calib.io ApS. Calib.io ApS reserves the right to grant licences to use the Software to third parties. SUPPORT Calib.io ApS is under no obligation to provide technical support, maintenance, or updates for the Software. Support services, if available, may be purchased separately. Limited email support may be provided to the provided license email address. WARRANTY DISCLAIMER THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. CALIB.IO APS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. THIRD PARTY LICENSES The Software directly integrates software components developed by third parties. The licenses for these components are distributed with the Software. Licensee agrees to comply with all third-party license terms that are disclosed and made available to the Licensee. LIMITATION OF LIABILITY In no event shall Calib.io ApS be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Software, even if Calib.io ApS has been advised of the possibility of such damages. To the maximum extent permitted by applicable law, in no event shall Calib.io ApS's total liability to you for all damages exceed the amount paid by you for the license. TERMINATION This EULA agreement is effective from the date you first use the Software and shall continue until terminated. You may terminate it at any time upon written notice to Calib.io ApS. It will also terminate immediately if you fail to comply with any term of this EULA agreement. Upon such termination, the licenses granted by this EULA agreement will immediately terminate and you agree to stop all access and use of the Software. The provisions that by their nature continue and survive will survive any termination of this EULA agreement. GOVERNING LAW This EULA agreement, and any dispute arising out of or in connection with this EULA agreement, shall be governed by and construed in accordance with the laws of Denmark. Free Trial Calib.io ApS may offer a free limited, non-exclusive, non-transferable, time-limited license to download, install and run the Software solely for testing purposes. It may not be used for calibrating devices which are sold commercially. A trial license does not include any support or maintenance and the Software is provided “AS IS” without warranty of any kind. At the end of the Trial Period, the Free Trial Software will automatically stop functioning. Calib.io ApS retains the right to refuse to issue a trial license at their own discretion. Research and Development (R&D) License If the software is solely used for Research and Development, this consitutes "Research & Development" use. Such use requires a "Research & Development" license. Commercial License Using the software to calibrate devices which are sold and/or distributed commercially, or calibrating devices for third-party customers, constitutes "Commercial" use. Such use requires a "Commercial license". Academic License If the licensee is a recognized academic institution (e.g. University, College, High School), or a subunit within such organization (e.g. Institute, Section, Lab), an "Academic license" may be used. Academic licenses do not permit commercial use. Updates Calib.io ApS may under their own discretion provide updates to the software to improve functionality, usability or performance. These updates can be "minor releases", (e.g. "v1.1" to "v1.2" or "v1.1.0" to "v1.1.1") or "major releases" (e.g. "v1.2" to "v2.0"). A purchased license shall be valid for the current "major release" of the software and the following "minor releases". The EULA may change between "minor releases". To access a new "major release", a new license must be purchased. Calib.io ApS is under no obligation to provide updates of any sort. Support Licenses are bound to a named email address. Limited email support may be provided to the personal owner of the license email address. Support requests must originate from the license email address. Third party licenses The Software directly integrates software components developed by third parties. The licenses for these components are distributed with the Software. Licensee agrees to comply with these third-party license terms. Intellectual Property and Ownership Calib.io ApS shall at all times retain ownership of the Software as originally downloaded by you and all subsequent downloads of the Software by you. The Software (and the copyright, and other intellectual property rights of whatever nature in the Software, including any modifications made thereto) are and shall remain the property of Calib.io ApS. Calib.io ApS reserves the right to grant licences to use the Software to third parties. Termination This EULA agreement is effective from the date you first use the Software and shall continue until terminated. You may terminate it at any time upon written notice to Calib.io ApS. It will also terminate immediately if you fail to comply with any term of this EULA agreement. Upon such termination, the licenses granted by this EULA agreement will immediately terminate and you agree to stop all access and use of the Software. The provisions that by their nature continue and survive will survive any termination of this EULA agreement. Governing Law This EULA agreement, and any dispute arising out of or in connection with this EULA agreement, shall be governed by and construed in accordance with the laws of Denmark.