1. GENERAL


1.1.
Veo Technologies Inc Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, (“VEO") is the owner of, or has the right to license, proprietary rights relating to software developed for VEO cameras (“Cameras”) for recording of sport events and uploading for processing on www.veo.co and/or other websites owned or controlled by VEO ("VEO Website") (the “Software”). The Software is made available to the purchaser of a VEO Camera ("You" or Your").

1.2.
These software license terms ("Software License Terms") apply to the Software and Cameras and any use thereof. By purchasing a VEO Camera and using the Software for recording of sport events or uploading such recordings for processing on the VEO Website, You automatically accept these terms as part of VEO's Terms and Conditions.

2. GRANT OF LICENSE


2.1.
Subject to the terms and conditions of these Software License Terms, VEO grant You a limited, non-exclusive, non-sublicensable and non-transferable license to use the Software solely in connection with your VEO Camera.

2.2.
If You provide any feedback, suggestions, ideas or observations gleaned from using the VEO Camera and/or Software ("Feedback"), VEO shall own and have the right to use all such Feedback and have the right to implement any Feedback provided by you for improving or enhancing the VEO Camera and the Software and may implement any such Feedback in any of its software, products and services, including the subject VEO Camera and Software, without giving compensation or credit to you. You expressly irrevocably assign, agree to assign, and waive and release any and all proprietary rights, title and interest you may have in such Feedback.

3. UPLOAD OF RECORDINGS TO THE VEO WEBSITE


3.1.
You accept that recordings on the VEO Camera are automatically uploaded for processing on the VEO Website when the VEO Camera is connected to the Internet and are subject to VEO's Terms of Use and VEO's Privacy Policy.

4. RESTRICTIONS


4.1.
No right or license is being conveyed to You to use the Software outside the VEO Camera or for any other purpose than recording and uploading sport events using your VEO Camera.

4.2.
You will have no right to:

a) copy the Software except where such copying is incidental to normal use or necessary for the purpose of back-up;

b) work around any technical limitations in the Software or Cameras;

c) access the Software in source code form or in unlocked coding;

d) reverse engineer, decompile or disassemble the Software or any Camera;

e) remove or alter any proprietary notices and legends contained on the Software or any Camera;

f) use the Software or any Camera in any way that is against the law;

g) use the Software in connection with a service bureau or to perform services for any third party;] or

h) publish, distribute or transfer the Software or any Camera to any third party.

5. INTELLECTUAL PROPERTY RIGHTS


5.1.
You acknowledge that all intellectual property rights in the Software and all Cameras throughout the world belong to VEO (or its licensor(s)) and that the Software is licensed (not sold) to You. VEO reserves all other rights and You will have no rights in, or to, the Software other than the right to use the Software under the terms and conditions stipulated herein.

6. LIMITED WARRANTY


6.1.
VEO warrants that to its knowledge at the date of Your purchase of the VEO Camera, the use of the Software in accordance with the terms and conditions stipulated herein does not infringe the intellectual property rights of any third party.

6.2.
Furthermore, VEO warrants that for a period of ninety (90) days from delivery of the Software to You (the “Warranty Period”), the Software and Camera will, when properly used, perform substantially in accordance with the functions described on the VEO Website. The warranty is given on the condition that the VEO Camera is used in accordance with the instruction video(s) available on the VEO Website and that You have not prevented VEO from updating the Software remotely.

6.3.
If, within the Warranty Period, You notify VEO of any defect or fault in the Software or any Camera and it is determined that the defect or fault is not caused by use of the Software or any Camera in violation of these Software License Terms or any of the restrictions stipulated herein, as VEO’s sole and exclusive liability and Your sole and exclusive remedy, VEO will, at its sole option, replace the Software or reimburse the price of the VEO Camera to You, provided that You make available all the information that may be necessary to help VEO remedy the defect or fault.

7. DISCLAIMER; LIMITATIONS OF LIABILITY


THE FOLLOWING DISCLAIMER AND LIMITATIONS OF LIABILITY APPLY TO THE SOFTWARE AND ALL CAMERAS.

7.1.
EXCEPT AS EXPRESSLY SET OUT IN THESE SOFTWARE LICENSE TERMS, VEO DOES NOT PROVIDE, IN RESPECT OF ANY OF ITS OBLIGATIONS, ANY FURTHER OR ADDITIONAL WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, ANY CAMERA OR ANY DOCUMENTATION OR OTHER MATERIALS PROVIDED BY VEO AND ANY WARRANTIES, REPRESENTATIONS, CONDITIONS OR OTHER TERMS THAT MAY BE IMPLIED BY STATUTE OR GENERAL LAW ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, QUALITY, MERCHANTABILITY, FITNESS FOR PURPOSE OR NONINFRINGEMENT OR ARISING FROM COURSE OF TRADE OR DEALING. VEO DOES NOT WARRANT THAT THE SOFTWARE OR ANY VEO CAMERA WILL BE FREE FROM DEFECTS OR OPERATE UNINTERRUPTED OR ERROR FREE OR REGARDING THE SAFETY, RELIABILITY, OR DURABILITY OF THE SOFTWARE OR ANY VEO CAMERA.

7.2.
IN NO EVENT SHALL VEO OR ANY OF ITS AFFILIATES, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY LOSS OF ANTICIPATED REVENUES OR PROFITS, LOSS OF DATA OR DELAYS OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE LOSSES OR DAMAGES, WHETHER OR NOT FORESEEABLE AND IRRESPECTIVE OF THE THEORY OR CAUSE OF ACTION UPON WHICH SUCH DAMAGES MIGHT BE BASED, INCLUDING BUT NOT LIMITED TO STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, AND EVEN IF VEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3.
TO THE EXTENT THAT REMEDIES (BY WAY OF REIMBURSEMENT OF COSTS, REPAIRS, REPLACEMENT, OR OTHERWISE) ARE SPECIFIED IN THESE SOFTWARE LICENSE TERMS FOR DEFAULT BY VEO, SUCH REMEDIES ARE EXCLUSIVE AND SHALL CONSTITUTE FULL AND FINAL SETTLEMENT OF VEO'S LIABILITIES (HOWSOEVER ARISING) IN RESPECT OF THE RELATED DEFAULT FOR THE SOFTWARE AND ANY CAMERA AND ANY DOCUMENTATION OR OTHER MATERIALS PROVIDED BY VEO.

7.4.
WITH RESPECT TO THE SOFTWARE, ANY CAMERA AND ANY DOCUMENTATION OR OTHER MATERIALS PROVIDED BY VEO, (A) TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, VEO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING FOR PROPERTY DAMAGE, PERSONAL INJURY OR LOSS OF LIFE, ARISING OUT OF OR RELATING TO THE USE OR MISUSE OF THE SOFTWARE OR ANY VEO CAMERA AND (B) VEO SHALL ONLY BE LIABLE FOR DAMAGE DUE TO PRODUCT LIABILITY TO THE EXTENT MANDATORY UNDER APPLICABLE LAW AND, FOR THE AVOIDANCE OF DOUBT, TO THE EXTENT PERMITTED VEO’S LIABILITY SHALL BE EXCLUDED, LIMITED OR OTHERWISE RESTRICTED IN ALL RESPECTS AS MUCH AS POSSIBLE UNDER SUCH LAW.

7.5.
VEO’S MAXIMUM TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE SOFTWARE LICENSE TERMS, THE SOFTWARE AND ANY VEO CAMERA OR OTHER DOCUMENTATION OR MATERIALS PROVIDED BY VEO SHALL IN ALL CIRCUMSTANCES BE LIMITED TO A SUM EQUAL TO THE PRICE OF PURCHASE OF A VEO CAMERA PAID BY YOU TO VEO.

7.6.
IF ANY REMEDY SET FORTH IN THESE SOFTWARE LICENSE TERMS IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, THEN ALL OTHER PROVISIONS OF THESE SOFTWARE LICENSE TERMS, INCLUDING THE LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES, SHALL REMAIN IN FULL FORCE AND EFFECT.

7.7.
The above limitations and exclusions shall not apply (a) in case of willful misconduct or gross negligence of VEO, (b) in the event of death or bodily injury, or (c) if and to the extent mandatory law provides otherwise.

7.8.
SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.

8. TERMINATION


8.1.
If You are in default with any of Your obligations towards VEO, VEO shall automatically have the right (without being in default) to suspend all Services provided by VEO on the VEO Website governed by the Terms of Use (or part thereof) with immediate effect until such circumstances have been rectified by you to the satisfaction of VEO.

8.2.
VEO may terminate the license granted to You with immediate effect if you commit a material breach of these Software License Terms which You fail to remedy within 14 days after VEO’s written notice requiring you to do so.

8.3.
Upon termination for any reason, all rights granted to You under these Software License Terms shall cease and You must cease all activities authorized by the license, including all use of the Software and the VEO Camera, and at VEO’s option and promptly upon VEO’s request, You shall return or destroy all copies of the Software in your possession or control. ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY HEREIN SHALL SURVIVE TERMINATION.


9. CHANGES TO THE SOFTWARE LICENSE TERMS


VEO reserves the right, at VEO’s sole discretion, to make changes to the Software License Terms from time to time by giving notice to You (via email at the email addressed provided by You when registering your VEO Camera) and posting the amended terms on VEO Website.

10. TRANSFER OF RIGHTS


10.1.
VEO may freely assign or otherwise transfer it rights and obligation arising out of this license to another organization without affecting Your obligations under this license.

10.2.
You may not delegate, assign or otherwise transfer these Software License Terms or any of Your rights and obligations hereunder towards VEO to another person or organization without prior written approval from VEO. If You are an entity, any merger, sale of assets to which this these Software License Terms relate or direct or indirect change of control of You shall constitute an assignment requiring such consent. These Software License Terms will be binding on and inure to the benefit of the parties and their heirs, successors and assigns.

11. OTHER PROVISIONS


11.1.
These Software License Terms contain all terms and conditions applicable to Your use of the Software and supersede all previous agreements on the subject-matter set forth herein.

11.2.
If one or more of the provisions of these Software License Terms are declared invalid, illegal or unenforceable, whether as a result of mandatory legislation or legal instruments issued by public authorities or decisions made by public authorities or otherwise, other provisions of these Software License Terms will be severed and remain effective and shall be enforced to the maximum extent permitted by applicable law.

11.3.
A breach of any of the promises or agreement contained in these Software License Terms may result in irreparable and continuing damage to VEO (or its licensors or suppliers) for which there may be no adequate remedy at law, and VEO is therefore entitled to injunctive relief as well as such other and further relief as may be appropriate, without posting a bond or other security.

11.4.
No waiver of any provision of these Software License Terms, or of any rights or obligations of any party hereunder, will be effective unless in writing and signed by the party waiving compliance.

11.5.
VEO shall not be liable for any delays or failures in its performance under these Software License Terms which are due to causes beyond its reasonable control, including, without limitation, acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies and the like.

12. GOVERNING LAW AND DISPUTES


12.1
These Software License Terms are governed by and will be interpreted in accordance with Delaware law, without reference or regard to any conflict of law rules or principles. The United Nationals Convention on the International Sale of Goods shall not apply to these Software License Terms or their interpretation or enforcement.

12.2.
Attempts shall be made first to settle by negotiation any dispute arising out of Your purchase of VEO Camera from VEO. The dispute shall be finally decided by courts located in Delaware. You hereby consent to the exclusive jurisdiction of, and venue in, such courts.