Terms and Conditions


. GRANT OF LICENSE. The Software is protected by copyright laws, international copyright treaties, and other intellectual
property laws and treaties. The Software is licensed, not sold, as follows: Luxriot hereby grants and you accept a nonexclusive, non-transferable, limited license, subject to each provision of this Agreement, to download, install, activate, and
use machine-readable object code versions of the Software on the number of computers expressly authorized in
writing by Luxriot or its authorized distributor (the “
License”). The License granted to you is solely for your personal or
business use and does not extend to any third party. All rights not expressly granted to you are hereby reserved by
ADDITIONAL LICENSE RESTRICTIONS. Except as specifically permitted by this Agreement, Licensee shall not:
1.1.1. Copy (except as permitted by applicable law or as provided in this Agreement), sell, modify, translate,
transfer, reverse engineer, decompile or disassemble the Software;
1.1.2. Remove any Software proprietary notice, label or mark, whether in machine language or human-readable
1.1.3. Transmit or distribute the Software to any person outside Licensee’s internal business organization(s) (for
the sake of clarity, in no event may this Agreement, including the License granted to you, be transferred to any
third party without Luxriot’s express prior written consent);
1.1.4. Create any derivative work that is based on or incorporates the Software;
1.1.5. Install, use, or operate the Software in connection with: (a) any Application Service Provider (“ASP”),
cloud-based, or similar service, other than pursuant to a License for Luxriot
® EVO Global Cloud edition. (For the
sake of clarity, only Luxriot
® EVO Global Cloud edition may be used with any commercial cloud services, and
® VMS Basic, Professional, Advance, Enterprise editions and Luxriot® EVO Complimentary edition, EVO S
or EVO Global editions may not be used with cloud services.); (b) any service bureau by which any third party
can access the Software or by which information produced by the Software is sold or accessible to any third

party; (c) any virtual machine, including through use of VMWare, Virtual PC, Windows Terminal Services, RDP,
RDS, Citrix, the Internet, or by using any similar technology whether now known or later created (singularly and
collectively, “
virtual machine”); or (d) any of the foregoing Sections 1.1.5(a) through (c) above, inclusive,
whether through use of any technology now known or later devised; or
1.1.6. License, sublicense, assign, delegate, or otherwise transfer the License or any right or obligation related
to it for any reason without Luxriot’s prior written consent. Any attempt to license, sublicense, assign, delegate or
transfer this license, by contract, statute, corporate merger of any sort, regulation or court order without Luxriot’s
prior written consent shall be void.
Upon expiration or termination of this Agreement for any reason, this License shall terminate and any user accessing
the Software shall immediately cease to use or have access and support for it.
If you breach any provision of this
Agreement, including by making any unauthorized copy of the Software or by failing to comply with any
prohibition set forth in this Agreement, the License shall immediately terminate automatically.
1.2. UPDATE POLICY. Any Software license purchased, whether for a Previous Version or a New Version, will not include,
and you shall not be entitled to, any free Software updates.
MAINTENANCE. As used herein, “Maintenance” means the maintenance services described in this section. No
Maintenance or other support is provided for any free Luxriot
® license. For Luxriot® Personal, Luxriot® Basic, Luxriot®
Professional, Luxriot® Advance, Luxriot® Enterprise, Luxriot® EVO S and Luxriot® EVO Global free Maintenance is
provided. For all other products, you will receive Maintenance for a period of one (1) year from your Software license
purchase date (the “
Initial Maintenance Term” or “IMT”). When the IMT expires, and provided that you pay Luxriot
to renew the Maintenance, you will receive continued Maintenance for the extended period set forth in the invoice
Luxriot provides to you. During the period in which you already are receiving Maintenance pursuant to this
Agreement (whether during the IMT or any Maintenance renewal term: an “
Existing Service Term”), you will
receive Maintenance for any additional Software module(s) and/or workstation(s) you add during an Existing Service
Term, but shall not be entitled to an extension of the then-current Existing Service Term as a result of adding any
such new Software Module(s) and/or workstation(s). For each Luxriot
® VMS and Luxriot® EVO Software license you
purchase Maintenance includes: one (1) session, for no longer than one (1) hour, of online/telephone support and
training pertaining to installation/setup questions and integration issues relating to the Software. Unless Luxriot
advises you otherwise, Maintenance will be provided twelve (12) hours a day, between the hours of 8:00 a.m. and
8:00 p.m. Eastern Standard Time, Monday through Friday excluding statutory holidays in the state of New York
(U.S.A.). During the Existing Service Term, you also will be given the opportunity to receive available security
updates and bug fixes. If you do not avail yourself to any such security update or bug fix during the Existing Service
Term, you will not be entitled to any such improvement thereafter. Notwithstanding the foregoing, Microsoft®
Corporation no longer supports the Windows® XP operating system, including via security updates, bug fixes, and
other technical support. Luxriot consequently cannot provide Maintenance, including any technical support, bug
fixes, or security updates for any Luxriot products running on any computer running on the Windows® XP operating
system, or on any operating system discontinued or otherwise no longer supported by its manufacturer. Please note
Luxriot products may not work properly or securely if used on any such no longer operating system.
2. TITLE AND COPYRIGHT. It is hereby understood and agreed that as between Luxriot and you, Luxriot is the owner of all
rights, title and interest, including the copyright and all other intellectual property rights, to the Software, including in all
formats and regardless how delivered to you (whether on media or if distributed electronically) and all subsequent copies

thereof, regardless of the media or form in which the Software or copies thereof may exist. Except as expressly provided
herein, you do not acquire any rights to the Software through the purchase of licenses to the Software or otherwise.
Unauthorized copying of the Software or failure to comply with the above restrictions will result in automatic
termination of this Agreement. Unauthorized copying or distribution of the Software constitutes copyright
infringement and may be punishable in a federal criminal action by a fine of up to U.S. $250,000 and
imprisonment up to five (5) years. In addition, federal civil remedies for copyright infringement allow for the
recovery of actual damages based on the number of copies produced or statutory damages of up to U.S.
$150,000 for willful copyright infringement.
3. TERM. This Agreement shall continue for as long as you use the Software licensed herein or until terminated by Luxriot,
whichever occurs first. Without prejudice to any other rights, this Agreement will terminate if you fail to pay Luxriot any
amount due or if you fail to comply with any of its terms or conditions. You agree, upon termination, to immediately
destroy all copies of all Software.
4. NO WARRANTIES. This Software is furnished “AS IS” and with all faults. Luxriot, its suppliers, resellers, technical support /
Maintenance providers, and distributors (singularly and collectively, the “
Disclaiming Parties”) do not make, and you
do not receive, any warranties, either express, implied, statutory, or in any communication with you. To the maximum
extent permitted by applicable law, the Disclaiming Parties disclaim all other warranties and conditions, either express
or implied, including implied warranties or conditions of merchantability, fitness for a particular purpose, title, noninfringement, any warranty against data loss, computer virus, loss of hardware or software functionality, or any other
harmful effects, or any warranty that operation of the software will be uninterrupted or error-free. For the sake of clarity,
the Disclaiming Parties do not make, and you do not receive, any representation or warranty as to the stability or
functionality of any Software feature. The Disclaiming Parties hereby notify you that the Software and/or any related data
may be or become unstable, corrupted, or otherwise nonfunctional, including by any corrupted record, missing record,
operating system instability, virus, operating system misconfiguration, hardware failure, hardware conflict, software
conflict, user data misconfiguration, and/or data loss.
You expressly assume the entire risk and cost associated with the Software, including risk resulting from
Maintenance services (whether performed in whole, in part, or not at all), or from any virus, downloaded
material, harmful component, or through any Internet use of the Software or any site or server through which
the Software is available. You are solely responsible for any damage that results from or is associated with
use of the Software. The Disclaiming Parties shall not be liable in any manner whatsoever for the results
obtained through use of the Software.
Persons using the Software are responsible for the supervision,
management, and control of the Software, including determination of the appropriate uses for the Software and the
selection of the Software and other programs to achieve intended results. Persons using the Software are responsible
for testing the reliability and accuracy of the Software’s output
If the Software was purchased in the United States, the above exclusions may not apply to you since some states do not allow
the exclusion of implied warranties. You may also have other rights, which vary from state to state. The entire risk arising
out of use or performance of the Software remains with you.

5. LIMITATION OF LIABILITY. The limitation of liability is to the maximum extent permitted by applicable law. In no event
shall the Disclaiming Parties be liable for any damages, whether arising in contract, tort, or otherwise and
including any special, incidental, indirect, consequential, punitive, or exemplary damages whatsoever
(including damages for loss of business profits, business interruption, loss or corruption of business information or
other data, cost of cover, or any other pecuniary loss) arising out of the use or inability to use the Software or the
failure to provide full or adequate support / Maintenance services, even if Luxriot has been advised of the possibility of
such damages.
You hereby acknowledge that the license fee amount reflects this allocation of risk, and in any
case the entire liability of the Disclaiming Parties under any provision of this Agreement shall be limited to the
amount actually paid by you for the Software
. Because some states do not allow the exclusion or limitation of
liability, the above limitation may not apply to you.
5.1. SURVEILLANCE LIABILITY DISCLAIMER. The Disclaiming Parties: (i) do not make, and you do not receive,
any representation or warranty as to any applicable law or regulation that may pertain to use of the Software by
you for video and/or audio surveillance, recording, or any similar purpose(singularly and collectively,
Surveillance”), and (ii) . hereby notify you of your obligation to comply with any and all local, state, federal, and
international laws concerning surveillance. You hereby acknowledge that under no circumstance shall the
Disclaiming Parties be liable for any unlawful use of the Software by you, whether in connection with Surveillance
or otherwise, and you hereby assume any and all risks and liabilities for any such illegal use.
6. AUDITS. You hereby agree that Luxriot has the right to require an audit (electronic or otherwise) of the Software,
including the installation, use, and access thereof. As part of any such audit, Luxriot or its authorized representative will
have the right, on fifteen (15) calendar days’ prior notice to you, to inspect your records, systems and facilities,
including computer, server, and device identifications (MAC addresses and otherwise), serial numbers, and related
information, to verify that the use of any and all of the Software is in conformance with this Agreement. You shall
provide full cooperation to enable any such audit. If Luxriot determines that your use is not in conformity with this
Agreement, you shall immediately obtain and pay for valid licenses to bring your use into compliance with this
Agreement and pay the reasonable costs of the audit. In addition to such payment rights, Luxriot reserves the right to
seek any other remedies available at law or in equity, whether under this Agreement or otherwise.
Note: if the
Software is installed on any computer containing classified information that requires security clearance from any
government to access, the audit rights described in this Section 6 shall not apply to any such computer, provided,
however, that the foregoing exclusion shall not apply to any restricted country, person, or entity described in Section 7
Software, any part thereof, or any process or service that is the direct product of the Software (collectively referred to
as the “
Restricted Components“), to any country, person, or entity subject to U.S. export restrictions. You specifically
agree not to export or re-export any of the Restricted Components:
7.1. To any country to which the U.S. has embargoed or restricted the export of goods or services, including Burma,
Cuba, Iran, North Korea, Sudan, Syria, or to any national of any such country, wherever located, who intends to
transmit or transport the products back to such country;
7.2. To any person(s) or entity you know or have reason to know will utilize the Restricted Components in the design,
development or production of nuclear, chemical or biological weapons; or
7.3. To any entity you know or have reason to know has been prohibited from participating in U.S. export transactions
by any federal agency of the U.S. government. All Software is a “commercial item” as that term is defined in 48

C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software
documentation” as such terms are used in 48 C.F.R. § 12.212. All Software also consists of “commercial
computer software,” “computer databases,” “computer programs,” and “computer software documentation” as
such terms are defined in DFARS 252.227-7014(a). Consistent with 48 C.F.R. §§ 12.212, 27.405(b), 227.7202-3
and DFARS 227.7202-3, all U.S. Government users acquire the Software with only those rights as set forth
herein. Manufacturer is A&H Software, Inc., 4 Reith Street, Copiague NY 11726 (U.S.A.).
8. INDEMNIFICATION. If the Software is modified, installed, or used in violation of any provision of this Agreement or any
warning, instruction, or recommendation by Luxriot or any of its resellers, distributors, licensors, and sub-licensees, you
hereby agree to defend, indemnify and hold Luxriot, its officers, employees, resellers, distributors, licensors, and sublicensees, harmless from and against any and all claims, losses, harm, costs, liabilities, damages, and expenses
(including but not limited to arbitration and court costs, reasonable attorney’s and expert witness fees and related
expenses) (collectively, “
Losses”) related to any third party claim, action, suit, or proceeding (a “Third Party Claim”)
resulting therefrom. You hereby agree that Luxriot will direct the defense of, or to otherwise handle, any and all such Third
Party Claims or actions at your expense, and that you will provide all information and assistance reasonably necessary to
defend or handle same. In such cases, Luxriot will not enter into any settlement of, or admit any liability with respect to,
the Third Party Claim or action without your express prior written consent. Notwithstanding the foregoing, you may, at your
sole option and expense, participate in the defense of the Third Party Claim or action with additional counsel of your own
choosing. Failure to comply with this section will not relieve you of your indemnification obligations, unless such failure
results in material prejudice to your defense of a Third Party Claim.
9. EQUITABLE RELIEF. You acknowledge that monetary damages would not be an adequate remedy for the breach of certain
provisions of this Agreement, including, but not limited to, those pertaining to the protection of Luxriot’s proprietary rights,
including its copyrights, trademarks, patent, and trade secret rights. Accordingly, if you breach or threaten to breach any
of your obligations, Luxriot shall be entitled, without showing or proving any actual damage sustained, to a stipulated
temporary restraining order, and shall thereafter be entitled to apply for a preliminary injunction, permanent injunction,
and/or order compelling specific performance, to prevent the breach of your obligations under this Agreement. Nothing in
this Agreement shall be interpreted as prohibiting Luxriot from pursuing or obtaining any other remedies otherwise
available to it for such actual or threatened breach, including recovery of damages.
10. PRIVACY AND DATA COLLECTION. Luxriot hereby provides notice to you that it collects personal and non-personal
information from you for purposes including: (i) improving the Software; (ii) delivering requested Software to you; (iii)
providing Maintenance; (iv) contacting you; (v) sending your transaction information, including confirmations, invoices,
notices, and alerts; (vi) informing you about promotions, events, and news related to the Software; (vii) keeping internal
records; (viii) investigating, deterring, and protecting against fraudulent, unauthorized, or illegal activity; and/or (ix)
contacting you for market research purposes. Luxriot also collects certain technical information including: (i) licensed
workstation locations and identifiers; (ii) operating system language settings; (iii) Luxriot
® VMS or Luxriot® EVO Software
version number; (iv) information on hardware connected with licensed workstations (such as camera vendor / models); (v)
IP addresses of licensed workstations; (vi) unique product license identifiers included in Luxriot
® VMS and Luxriot® EVO
Software license (“
Product ID”); (vi) unique identifiers used to install Luxriot® VMS Software (“Product Key”); and (viii)
MAC addresses and/or hard disk drive serial numbers of licensed workstations. You hereby acknowledge that Luxriot, in
its sole discretion, may change its data collection and use policies and practices from time to time without notice to you.

11. ARBITRATION. Except as specifically provided in Section 9 above, any controversy, claim, or dispute that cannot be
resolved by the Parties that arises out of or in connection with, or in relation to the interpretation, performance, breach,
or alleged breach of, this Agreement, shall be submitted by either Party for the matter to be resolved exclusively by
binding arbitration to be held exclusively in Copiague, New York by and pursuant to the rules of a mutually agreeable
private judging service that employs retired judges of the State of New York or of U.S. Federal District Courts (“
Judging Service
” or “PJS”), or, if such PJS is unavailable, does not have arbitrators with the qualifications described
in Section 11.2 below, or cannot be agreed upon by the Parties within ten (10) days of the Written Demand (see
Section 11.1 below), then arbitration shall be conducted by and pursuant to the then-current rules of the Judicial
Arbitration and Mediation Services ( “
JAMS”), provided, however, that if the total dispute amount at issue, including
counter claims, is less than $250,000, then JAMS Streamlined Arbitration Rules shall be used, and the procedures set
forth below. If there is any inconsistency between the rules of the arbitration service and the procedures set forth
below, the procedures set forth below shall control.
11.1. ARBITRATION INVOCATION. If a Party seeks to invoke arbitration pursuant to this Agreement, it shall
transmit a written demand for arbitration to the other Party pursuant to the mechanism for giving notice specified
in this Agreement (the “
Written Demand”). The Written Demand shall set forth in reasonable detail the nature
and subject of the dispute and the relief requested.
11.2. SELECTION OF ARBITRATORS. The arbitration shall be conducted by one (1) arbitrator who is an
independent and disinterested party with respect to the underlying dispute, the Parties, and the outcome of the
arbitration, and who has at least: (a) ten (10) years’ experience working or adjudicating in the area of software
licensing agreements; and (b) ten (10) years’ experience in court proceedings as a judge, and (c) ten (10)
arbitrations completed with the arbitrator having served as the adjudicator.
11.3. DISCOVERY. Unless the Parties otherwise agree in writing, the only pre-hearing discovery shall be to
conduct a pre-hearing conference, to attempt to identify and reasonably narrow the issues, establish procedural
matters, obtain stipulations, and to arrange for the exchange of information, including (a) reasonably limited
production of relevant and non-privileged documents, and (b) the identification of witnesses to be called at the
hearing, which identification shall give the witness’ name, general qualifications, and position, and a brief
statement as to the general scope of the testimony to be given by the witness. The arbitrator shall decide any
disputes and shall control the process concerning these pre-hearing discovery matters. Pursuant to the rules of
the arbitration service, the Parties may subpoena witnesses and documents for presentation at the hearing.
11.4. CASE MANAGEMENT. Prompt resolution of any dispute is important to the Parties, who expressly agree
that arbitration shall be conducted in a reasonably efficient, expedient, and just manner. The arbitrator
accordingly shall assume case management initiative and control over the arbitration process, including
scheduling of events, pre-hearing discovery and activities, and the conduct of the hearing.
11.5. ARBITRATORS DECISION. The arbitrator shall: (a) follow and apply applicable law; (b) grant such legal or
equitable remedies and relief that the arbitrator deems just and equitable, but only to the extent that such
remedies or relief could be granted by a state or federal court with jurisdiction over the matter; (c) not grant any
punitive, exemplary, consequential, or incidental damages; (d) not grant any damages that exceed the limitation
of liability amount set forth in Section 5 above; (e) inform the Parties in writing of arbitrator’s decision no later than
ninety (90) days after the Written Demand, and such decision shall include a written statement of reasons and
support; (f) not act in derogation of the clear intent of the Parties as expressed in this Agreement; and (g) be
bound by each applicable provision pertaining to arbitration and the Parties’ reasonable expectations set forth in
this Agreement. The decision of the arbitrator shall be final and shall be entered in any court of competent
jurisdiction. The arbitration award shall be enforceable in accordance with the United Nations Convention on the
Recognition and Enforcement of Foreign Arbitral Awards, (New York, 10 June, 1958).

11.6. EXPENSES. The arbitrator shall determine each Party’s culpability regarding the underlying dispute and
each Party’s respective efforts to resolve the matter amicably prior to it being arbitrated, and the arbitrator shall
determine the percentage, if any, that each Party shall be required to pay for the expenses of the arbitration,
including the arbitrator’s fees, and for any payment to reimburse the other Party for its reasonable attorney’s and
expert witness fees and costs in addition to any other relief to which it is entitled pursuant to the arbitration.
11.7. CONFIDENTIALITY. The Parties shall keep confidential the fact of the arbitration, the dispute being
arbitrated, and the decision of the arbitrator, except that the Parties may make such disclosures to their
respective persons who have a need to know, such as directors, trustees, management employees, witnesses,
experts, investors, accountants, attorneys, lenders, insurers, and others who may be directly affected, and
pursuant to any applicable securities laws. Notwithstanding the foregoing, if a Party is expressly asked by a third
party about the dispute or the arbitration, the Party may disclose and acknowledge in general and limited terms
that the dispute has been resolved pursuant to arbitration.
12. GOVERNING LAW/JURISDICTION. This Agreement shall be exclusively interpreted, construed, and enforced in all respects in
accordance with the laws of the State of New York (U.S.A.) without reference to its choice of law rules. The Parties hereby
agree that venue for any and all disputes concerning this Agreement, or action on any obligation hereunder, will be
exclusively brought in an appropriate state court in Suffolk County, New York or in the United States District Court for the
Eastern District of New York in Central Islip, New York (U.S.A.), and the Parties irrevocably consent to the jurisdiction of
such courts for any such dispute or action. Notwithstanding the foregoing, no action brought by either Party against the
other for breach of this Agreement shall be limited to breach of contract remedies and either Party may bring any
additional cause(s) of action that would otherwise be available to it, including copyright infringement pursuant to Title 17 of
the United States Code. You hereby expressly and specifically waive any objection you may have, pursuant to the
Eleventh Amendment to the United States Constitution or otherwise, to the jurisdiction of, or any award that could be
granted by, the United States Federal Courts.
13. INTERPRETATION. The defined terms used in this Agreement shall have the meanings ascribed to them. “Including” shall be
deemed to mean “including, but not limited to,” regardless whether such term is initially capitalized and notwithstanding any
conflicting provision of this Agreement. Headings, the title of this Agreement and/or of its defined terms and the terms used
to reference each Party as used in this Agreement are for reference purposes only and in no way define, limit, construe, or
describe the scope or extent of such section or in any way affect this Agreement nor shall they be used to explain or aid in
the interpretation, construction, or meaning of this Agreement. The variable use of words in their singular and plural also
shall not be construed to alter their substantive meaning or to affect this Agreement in any way. This Agreement shall be
construed within its fair meaning and no inference shall be drawn against the drafting Party in interpreting this Agreement.
14. WAIVER / SEVERABILITY. No delay, omission, or failure to exercise any right or remedy provided for in this Agreement
shall be deemed to be a waiver thereof or an acquiescence to the event giving rise to such remedy, but every such
right or remedy may be exercised, from time to time, as may be deemed expedient by the party exercising such right or
remedy. If any provision of this Agreement is determined by an arbitrator or a court of competent jurisdiction to be
prohibited or unenforceable, the parties shall have ten (10) business days to renegotiate each such provision in good
faith. If the parties are unable to do so, then such provision shall be deemed narrowed to the broadest term permitted
and shall be enforced as so narrowed. If any such provision is nevertheless deemed by such arbitrator or court to be
unlawful, void, or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and
effect as if such invalid or unenforceable term had never been included.

15. MERGER / ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and understanding of you and Luxriot
relating to the subject matter herein and merges and supersedes all prior agreements, writings, commitments, discussions
and understandings between them. No modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, shall be effective unless in writing signed by Luxriot.