Theia Technologies LLC
Copyright 2023 Theia Technologies LLC
Contact Theia Technologies (mpeterson@TheiaTech.com) for further information.  

---PROPRIETARY SOFTWARE LICENSE AGREEMENT---                              

IMPORTANT: READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE

BY USING THIS SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS
LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT,
DO NOT USE THE SOFTWARE.                                          

This Software License Agreement ("Agreement") is made between THEIA TECHNOLOGIES LLC ("Licensor") and the individual or entity that purchased the COVERED LENS MODEL lens from Licensor ("Licensee") which includes the software product identified above, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("SOFTWARE").

1. DEFINITIONS
"SOFTWARE" refers to this Theia lens IQ(TM) software
"COVERED LENS MODEL" refers to Theia's IQ lens models and Theia's CAL lens models:
    TL1250P IQ xxx
    TL1250P-xxx IQ xxx
    TL1250P-CAL xxx
    where "xxx" can be any specific model designation.  

2. GRANT OF LICENSE

Licensor grants to Licensee a non-exclusive, non-transferable license to use the SOFTWARE on any number of computer systems, for Licensee's internal development purposes and for incorporation into Licensee's products. Licensee may not distribute the SOFTWARE to any third party as a standalone product.

3. LICENSE FEE

The license fee for the SOFTWARE is included in the purchase price of the COVERED LENS MODEL lens. This license is only valid for the COVERED LENS MODEL lens and may not be used with any other lens model.

4. RESTRICTIONS

Licensee may not:

a. Distribute the SOFTWARE to any third party as a standalone product.
b. Remove any copyright or other proprietary notices from the SOFTWARE.
c. Use the SOFTWARE with any lens model other than the COVERED LENS MODEL for which the license fee was paid.
d. Use the SOFTWARE for any commercial purpose, other than Licensee's internal development purposes or incorporation into Licensee's products.

5. COPYRIGHT

The SOFTWARE is owned by Licensor and is protected by United States copyright laws and international treaty provisions. Licensee acknowledges that no title to the intellectual property in the SOFTWARE is transferred to Licensee.

6. LIMITATION OF LIABILITY

IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. TERMINATION

This Agreement shall terminate automatically if Licensee breaches any of the terms of this Agreement. Upon termination, Licensee shall immediately cease using the SOFTWARE and destroy all copies of the SOFTWARE in its possession.

8. GENERAL

This Agreement shall be governed by the laws of the State of Oregon, without regard to its conflict of laws provisions.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

If any provision of this Agreement is held to be unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

This Agreement may be amended only by a writing signed by both parties.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,   
UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.     