SOFTWARE LICENSE AGREEMENT
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE LYTRO SOFTWARE PRE-LOADED ON THE LYTRO CAMERA (“CAMERA SOFTWARE”) AND THE LYTRO DESKTOP APPLICATION (“DESKTOP SOFTWARE”), INCLUDING ANY ACCOMPANYING DOCUMENTATION (COLLECTIVELY, THE “SOFTWARE”).
THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT GOVERN USE OF THE SOFTWARE AND ALL AUTHORIZED COPIES OF IT, UNLESS YOU AND LYTRO, INC. (“LYTRO”) HAVE EXECUTED A SEPARATE AGREEMENT GOVERNING USE OF THE SOFTWARE THAT EXCLUDES THE APPLICATION OF THIS AGREEMENT.
Lytro is willing to license the Software to you only upon the condition that you accept all the terms contained in this agreement. By (1) clicking on the “AGREE” button during the installation of the Desktop Software; or (2) downloading, installing, or using any of the Software; or (3) using a Lytro camera you indicate that you understand this agreement and accept all of its terms. If you are accepting the terms of this agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this agreement, and, in such event, “you” and “your” will refer to that company or other legal entity.
IF YOU DO NOT ACCEPT ALL THE TERMS OF THIS AGREEMENT, THEN LYTRO IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND (A) YOU SHOULD NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE, AND (B) IF YOU HAVE PURCHASED THE LYTRO CAMERA ON WHICH THE SOFTWARE IS PRE-LOADED, YOU MAY RETURN THE LYTRO CAMERA WITHIN THE RETURN PERIOD APPLICABLE TO YOU. FOR INSTRUCTIONS HOW TO RETURN THE LYTRO CAMERA, SEE THE LYTRO SUPPORT WEBSITE LOCATED AT lytro.com/support.
- License Grant.Lytro reserves all rights in the Software not expressly granted to you in this agreement. Conditioned upon your compliance with the terms and conditions of this agreement, Lytro grants you the following limited non-exclusive licenses:
- A license for the current user of the Lytro camera to run the executable form of the Camera Software, solely on the Lytro camera and only in order to benefit from its functionality as designed by Lytro.
- A license for you to (1) load and install the executable form of the Desktop Software; (2) run the executable form of the Desktop Software only with light field pictures taken with the Lytro camera and only to utilize the functionality of the Desktop Software as designed by Lytro; and (3) make a reasonable number of backup copies of the Software, provided that they are installed and used strictly for archival purposes. For the avoidance of doubt, you may load and install the executable form of the Desktop Software on multiple devices or systems, so long as each such copy has been obtained directly from Lytro or a Lytro-approved source.
- Except as expressly specified in this agreement, expressly permitted by Lytro in writing, or permitted by applicable law notwithstanding this Section 2(a), you may not: (1) exceed your rights expressly granted in this agreement; (2) copy or modify the Software, including but not limited to, adding new features or otherwise making adaptations that alter or expand the functioning of the Software; (3) make the functionality of the Desktop Software available to multiple users through any means, including but not limited to, time-sharing, uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services; or (4) adapt the Desktop Software to function with operating systems not supported by Lytro for your version of the Desktop Software.
- You acknowledge and agree that the Software, including but not limited to features such as the source code; the internal operation of the Software; and the specific design, structure, and algorithms of individual modules or programs, constitutes or contains trade secrets of Lytro and its licensors. Lytro and its licensors could suffer significant damages if you derive and disseminate any such features of the Software. Accordingly, you agree not to disassemble, decompile, reverse engineer, use tools to observe the internal operation of the Software, or otherwise attempt to derive any such features of the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
- The Software allows you to copy, use, and utilize the light field capability of pictures, which are generally subject to copyright protection. You agree to use the Software only with pictures which you have the right to copy, use, and edit with the Software and in compliance with applicable law.
- Consent to Applicability of Software Updates to Your Existing Pictures. Lytro may release updates, upgrades, new versions or new releases of the Software (collectively, “Updates”). These Updates may alter the picture-processing algorithms of the Software and may apply to pictures taken prior to Lytro’s release of the respective Update. By downloading or installing an Update, you agree (1) to the applicability of such Update to preexisting pictures, (2) that such Update will apply to and may modify preexisting pictures, and (3) that Lytro shall have no liability for such modifications.
- Ownership. The Software and any authorized copies are the intellectual property of Lytro and its licensors. The Software and all of its copies are licensed, not sold. The Software is protected by applicable law, including United States and foreign copyright laws and international treaties. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on or in the Software as delivered to you.
- Term and Termination. The license granted under this agreement remains in effect for a period of 75 years, unless earlier terminated in accordance with this agreement. You may terminate the license at any time by destroying all copies of the Software in your possession or control. The license granted under this agreement is expressly conditioned on your compliance with this agreement and will automatically terminate, with or without notice from Lytro, if you breach any term of this agreement. Upon termination, you must cease all use of the Software and promptly delete and destroy all copies, full or partial, of the Software.
- Updates and Upgrades; No Obligation. Lytro is not obligated to maintain or support the Software, or provide you with Updates or services related thereto. You acknowledge that Lytro may from time to time in its sole discretion issue Updates to the Software and may automatically update or upgrade the version of the Software that you are using. You consent to such automatic updating or upgrading of the Software, and agree that, unless otherwise agreed between you and Lytro, the terms and conditions of this agreement will apply to all such Updates. Any Updates may not necessarily include all of the new software features that Lytro releases for newer Lytro camera models.
Compliance with Laws. You agree to comply with all applicable laws, rules, and regulations when using the Software.THE CONSUMER LAWS OF SOME COUNTRIES PROHIBIT THE EXCLUSION AND/OR LIMITATION OF WARRANTIES AND LIABILITY. SECTIONS 10 AND 11 BELOW ARE NOT INTENDED TO LIMIT YOUR CONSUMER RIGHTS UNDER THESE LAWS AND, WHERE PROHIBITED, THEY WILL NOT APPLY TO YOU. FOR A FULL UNDERSTANDING OF YOUR RIGHTS, YOU SHOULD CONSULT THE LAWS OF YOUR COUNTRY.
- No Warranty. EXCEPT FOR CONSUMER PURCHASERS DOMICILED IN THE PROVINCE OF QUEBEC, CANADA, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, LYTRO AND ITS LICENSORS DISCLAIM ALL TERMS, WARRANTIES, CONDITIONS, GUARANTEES, REPRESENTATIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED TERMS, WARRANTIES, CONDITIONS, GUARANTEES, REPRESENTATIONS OR UNDERTAKINGS, OF MERCHANTABILITY, ACCEPTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY TERMS, WARRANTIES, CONDITIONS, GUARANTEES, REPRESENTATIONS OR UNDERTAKINGS, ARISING OUT OF OR IN THE COURSE OF DEALING OR USAGE OF TRADE. EXCEPT FOR CONSUMER PURCHASERS DOMICILED IN THE PROVINCE OF QUEBEC, CANADA, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LYTRO OR ELSEWHERE WILL CREATE ANY TERM, WARRANTY, CONDITION, GUARANTEE, REPRESENTATION OR UNDERTAKING NOT EXPRESSLY STATED IN THIS AGREEMENT.
- Limitation of Liability. (Not applicable to consumer purchasers domiciled in the Province of Quebec, Canada, to the extent prohibited under Quebec law.) TO THE FULLEST EXTENT PERMITTED BY LAW. LYTRO’S AND ITS LICENSORS' TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY (INCLUDING UNDER ANY INDEMNITY, WARRANTY, GUARANTEE OR OTHERWISE) WILL BE LIMITED TO THE AMOUNTS EXPRESSLY PAID TO LYTRO OR ITS AUTHORISED RESELLER BY YOU FOR THE DESKTOP SOFTWARE. TO THE FULLEST EXTENT PERMITTED BY LAW, LYTRO OR ITS LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (OR FOR ANY LOSS OF DATA, BUSINESS, PROFITS, ABILITY TO EXECUTE OR ANY OTHER PECUNIARY LOSS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, UNDER AN INDEMNITY OR GUARANTEE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT LYTRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
- U.S. Government End Users. The Software has been developed entirely at private expense and is provided as “Commercial Computer Software” or “restricted computer software.” Use, duplication or disclosure of the Software by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clauses in DFARS 252.227-7013 or as set forth in subparagraph (c) (1) and (2) of the Commercial Computer Software - Restricted Rights clauses at FAR 52.227-19, as applicable. The use of the Software and any related documentation is further restricted in accordance with the terms of this agreement.
- Export Law. You agree to comply fully with all applicable import, export and encryption laws, including U.S. import and export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
- Transfer. You cannot rent, lease, sublicense, assign or transfer your rights in the Software, or authorize any portion of the Software to be copied onto another user’s camera, computer or other device. If you transfer ownership of your Lytro camera, you shall notify the transferee of this agreement.
- General. This agreement will be governed by and construed in accordance with the laws of the State of California, United States, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. You may not assign or transfer this agreement or any rights granted hereunder, by operation of law or otherwise, without Lytro’s prior written consent. Any attempt by you to do so, without such consent, will be void. Except as expressly set forth in this agreement, the exercise by either party of any of its remedies under this agreement will be without prejudice to its other remedies under this agreement or otherwise. All notices or approvals required or permitted under this agreement will be in writing and delivered by email transmission, overnight delivery service, or certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent by Lytro to you to the physical or electronic address you provide to us. All notices will be sent by you to Lytro to firstname.lastname@example.org. For notices sent by email the date of receipt will be deemed the date on which such notice is transmitted. The failure by either party to enforce any provision of this agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification, or amendment of any provision of this agreement will be effective only if in writing and signed by authorized representatives of both parties. If a court of competent jurisdiction holds any provision of this agreement to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. This agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings, or communications between the parties, oral or written, regarding its subject matter, unless you and Lytro have executed a separate agreement.
- Third Party Code. The Software includes certain independent code that is developed by third parties (“Third Party Code”). The Third Party Code is owned by the respective third parties, and Lytro does not claim authorship or ownership of any Third Party Code. Unless expressly disclaimed by the author(s), copyrights to the Third Party Code are held by the respective author(s). Except as expressly specified otherwise in the documentation accompanying the Software, the Third Party Code is licensed to you in accordance with the terms of this agreement.
- Questions. If you have any questions regarding this agreement, you may contact Lytro at email@example.com.
Lytro and the Lytro logo are trademarks of Lytro, Inc.