INDEPTH™ SAAS AND DATA EVALUATION AGREEMENT

ACCEPTANCE PAGE

IMPORTANT – PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS INDEPTH SAAS AND DATA EVALUATION AGREEMENT CAREFULLY BEFORE CREATING AN ACCOUNT AND ACCESSING THE SOFTWARE AS A SERVICE, ANY ASSOCIATED DATA, AND SOFTWARE FOR DOWNLOAD (“SAAS”).  BY CLICKING THE ACCEPTANCE BUTTON, CREATING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING ANY PART OF THE SAAS OR DATA, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS INDEPTH SAAS AND DATA EVALUATION AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY AND ARE AUTHORIZED BY YOUR COMPANY TO BIND IT TO ITS TERMS AND CONDITIONS.  IF YOU DO NOT AGREE TO OR ARE NOT AUTHORIZED TO BIND YOUR COMPANY TO THE TERMS AND CONDITIONS OF THIS INDEPTH SAAS AND DATA EVALUATION AGREEMENT YOU MAY NOT ACCESS OR USE THE SAAS OR DATA.   

This InDepth SAAS and Data Evaluation Agreement (the “Agreement”) is dated as of  the date entered into by clicking the accept button on the Acceptance Page hereto (the “Agreement Date”), and is entered by and between Light Labs Inc., a Delaware corporation with its principal offices at 725 Shasta Street, Redwood City, CA 94063 (“Light”) and the party identified above (“Company”).

WHEREAS, Light has developed and/or otherwise possesses rights to the SAAS and Data, as defined below, and

WHEREAS, Company desires to evaluate such SAAS and Data to determine its suitability for Company’s business and Light is willing to grant to Company a non-exclusive, limited term right for such purposes on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of these premises and the mutual covenants herein contained, the parties hereby agree as follows:

1.  Definitions.

1.1       “Data” means any and all data, code and information in any format, including but not limited to text, files, images, and/or URLs, that is provided by Light to Company as part of the SAAS or independent from the SAAS.

1.2       “SAAS” means the Light-provided InDepth™ client application available as a service through the internet and software provided for download on Company’s owned or controlled servers.  This application and software provided for download enables inspection and download of Data.

2.  Rights.

2.1 Rights.  Subject to the terms and conditions contained herein, Light grants the Company, and the Company accepts, a non-exclusive, nontransferable right to access and use the SAAS and Data for the sole purpose of enabling the employees of Company to test and evaluate the suitability of such SAAS and Data.  Under no circumstances shall the SAAS or Data be used for any commercial purposes, and Company is not being granted any rights to distribute the SAAS or Data under this Agreement external to the Company.        

2.2 Treatment.   The Company shall not alter or remove any printed or on-screen copyright notices contained on or in copies of SAAS or Data.  Company acknowledges that the SAAS and Data is confidential information of Light.  Company shall maintain such SAAS and Data in confidence and shall use the SAAS and Data only to test and evaluate the SAAS and Data.  Company shall also not decompile, disassemble or otherwise reverse engineer any SAAS or Data. Company shall be responsible for all activities that occur under Company’s accounts and use commercially reasonable efforts to prevent unauthorized access to, or use of, the SAAS and Data, and notify Light promptly of any such unauthorized use.

2.3 Confidential Information. Each Party agrees that all business, technical, financial and other information that it obtains from the other is the confidential property of the disclosing Party (“Confidential Information”). Notwithstanding the foregoing, the SAAS and Data shall be deemed Confidential Information of Light. The receiving Party will hold in confidence and with reasonable care and not use or disclose any Confidential Information of the disclosing Party except under a ‘need to know’ basis and shall similarly bind its employees in writing.  Upon termination of this Agreement or upon request of the disclosing Party, the receiving Party will destroy (and certify such destruction) all Confidential Information of such disclosing Party, all documents and media containing such Confidential Information and any and all copies or extracts thereof.  The receiving Party shall not be obligated under this section with respect to information the receiving Party can document: (1) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees or agents; or (2) is received without restriction from a third Party lawfully in possession of such information and lawfully empowered to disclose such information; or (3) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (4) was independently developed by employees or consultants of the receiving Party without access to such Confidential Information; or (5) is required to be disclosed by law or order of court of competent jurisdiction.  The Parties agree that breach of these obligations may result in irreparable harm to the disclosing Party for which damages would be an inadequate remedy and the disclosing Party shall be entitled to seek equitable relief, including injunction, in the event of such breach.

If a receiving Party is required to disclose Confidential Information pursuant to applicable law, statute, or regulation, or court order the receiving Party will give to the disclosing Party prompt written notice of the request and a reasonable opportunity to object to such disclosure and seek a protective order or appropriate remedy. If, in the absence of a protective order, the receiving Party determines, upon the advice of counsel, that it is required to disclose such information, it may disclose only Confidential Information specifically required and only to the extent compelled to do so.

3.  Term and Termination.

3.1 Term.  Unless earlier terminated pursuant to Section 3.2, this Agreement shall commence on the Agreement Date and shall continue for ninety (90) days from the Agreement Date. Light may, in its sole discretion, extend the period of the evaluation license via written confirmation to Company including via email.

3.2 Grounds for Termination.  This Agreement may be terminated:

(a) By either party upon written notice to the other party;

(b) By either party in the event the other party materially breaches a provision of this Agreement and the breaching party fails to cure such breach within thirty (30) days of the receipt of notice of such breach from the non-breaching party.

3.3 Effects of Termination.

(a) Upon termination of this Agreement, all rights, obligations and licenses of the parties hereunder shall cease.

(b) The provisions of Sections 2.3 (Confidential Information), 4 (Disclaimer of Warranty), 5 (Limitations on Liability), 6 (Compliance with Export Laws), 8 (General Provisions) and this Section 3.3 shall survive any termination or expiration of this Agreement according to their terms.

4.  Disclaimer of Warranty. THE SAAS AND DATA ARE  PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND LIGHT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SAAS AND DATA, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR ANY PARTICULAR PURPOSE AND NONINFRINGEMENT.

5.  Limitations on Liability.  IN NO EVENT SHALL LIGHT BE LIABLE FOR ANY LOSS OF DATA, PROFITS OR USE OF THE SAAS OR DATA, OR FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SAAS, THE DATA OR THIS AGREEMENT.

6.  Compliance with Export Laws.   Company shall not export, directly or indirectly, the SAAS, Data, or other information or materials provided by Light hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval.  In performing its duties under this Agreement, each party shall at all times comply with all applicable laws and shall not engage in any illegal or unethical practices.  Except as appropriate to carry out its duties set forth herein in a legal manner, no party has an obligation to and no party shall, directly or indirectly, give, offer, pay, promise to pay, or authorize the payment of money or anything of value to any other person in connection with the transactions for which amounts hereunder are to be paid.  Without limiting the foregoing, Company agrees not to take any actions that would cause any party hereto to violate the U.S. Foreign Corrupt Practices Act of 1977, as amended.  Company further agrees that no officer, director, employee, or agent of Company is an “official” of any government, as that term is defined in such Act, nor shall Company employ any such “official.”  In addition, each party agrees that it shall not download, export, or re-export any software or technical data received hereunder, regardless of the manner in which received, (a) into, or to a national or resident of, any country to which the United States has embargoed goods, or (b) to anyone in the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders.

7.  Notices.   Any notice or communication from one party to the other shall be in writing and delivered either by email or via certified mail, postage prepaid and return receipt requested addressed, to such other party at the address specified below or such other address as either party may from time to time designate in writing to the other party.

If to Light: Light Corporation
725 Shasta Street
Redwood City, CA 94063
Attn.: Thomas Barone, CFO

If to the Company:  Company representative that accepted the terms and conditions of the Agreement by clicking on the acceptance button prior to accessing the SAAS and Data.

No change of address shall be binding upon the other party hereto until written notice thereof is received by such party at the address show herein.  All notices shall be in English and shall be effective upon receipt.

8.  General Provisions.

8.1 Waiver. The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.

8.2 No Agency; Independent Contractors.  Nothing contained in this Agreement shall be deemed to imply or constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

8.3 Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its choice of law provisions.

8.4 Entire Agreement; Amendment.  This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof.  No waiver, consent, modification or change of terms of this Agreement shall bind either party unless in writing signed by both parties, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.  

8.5 Headings.  Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.

8.6 Costs, Expenses and Attorneys’ Fees. If either party commences any action or proceeding against the other party to enforce or interpret this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the actual costs, expenses and reasonable attorneys’ fees (including all related costs and expenses), incurred by such prevailing party in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.