OpticStudio End User License Agreement

END USER LICENSE AGREEMENT
Last Updated: 16 March 2017

By downloading or breaking the physical wrapping or seal of, as the case may be, this computer software and data product ("Software"), you are consenting to be bound by and are becoming a party to this End User License Agreement ("Agreement"). If you accept the terms of this Agreement, click on "I Accept" below. If you object to the terms of this Agreement, click on "I Decline" below.
License. ZEMAX LLC, a Delaware limited liability company ("ZEMAX"), hereby grants to the end user ("you") a non-exclusive, non-transferable, non-sublicensable license to use the  Software contained in this download or, as applicable, packaging,  and, unless otherwise specified by ZEMAX, any updates or supplements thereto provided to you by ZEMAX, subject to the terms and conditions of this Agreement. Certain portions of the Software are licensed to ZEMAX pursuant to the following license terms:  http://msdn.microsoft.com/en-us/library/gg405489(PandP.40).aspx.

License Restrictions. Your use of the Software is limited to those instances which you have licensed.  You may not attempt to circumvent any methods implemented by ZEMAX to limit your use of the Software to such instances licensed.  You acknowledge that the Software embodies valuable intellectual property rights of both ZEMAX and its licensors.  Title, ownership, and intellectual property rights in and to the Software shall remain with ZEMAX and, where applicable, its licensors, and except as expressly granted to you in the foregoing license, ZEMAX, on behalf of itself and its licensors, reserves all rights in and to the Software, and no other licenses are granted by ZEMAX to you under this Agreement, whether by implication, estoppel or otherwise. You may not sublicense, loan, lease, distribute, sell or rent the Software; reverse engineer, decompile or disassemble the Software or otherwise attempt to discover or re-create the source code to the Software; make any modification, adaptation, improvement, enhancement, translation, or derivative work of or to the Software; copy the Software; knowingly take any action that would cause the Software or its contents to be placed in the public domain; use the Software for purposes of comparison with or benchmarking against products or services made available by third parties; or use the Software for purposes for which it is not designed. The license is personal to you. Transferring the Software to any third party or publishing the Software for others to copy or otherwise is strictly prohibited without the prior written consent of ZEMAX. You may not remove, deface, modify, alter, obscure or copy any proprietary rights notices, such as copyright, patent or trademark notices of ZEMAX or its licensors contained within the Software.

U.S. Government End Users. The Software is a "commercial item," as that term is defined in Federal Acquisition Regulation ("FAR") 2.101, consisting of "commercial computer software" and "commercial computer software documentation", as such terms are used in FAR 12.212.  Consistent with FAR 12.212, FAR 52.227-19 and DFARS 227.7202, the Licensed Software is licensed to any U.S. Government End Users (i) only as a commercial end item and (ii) with only those rights as are granted to all other End Users pursuant to the terms and conditions herein.

Support Services.  From time to time, ZEMAX may offer for your purchase support services in connection with your use of the Software.  You acknowledge and agree that your purchase of support services enables you to access such services solely for the period of time purchased, and that ZEMAX is under no obligation to offer you continuous support services after the expiration of the purchased period.  Further, your failure to update your Software to the most recent version of such Software made available by ZEMAX may limit your ability to receive the full benefit of the support services purchased.

Feedback.  Any suggestions, comments or other feedback provided by you to us with respect to the Software (“Feedback”) will, as between you and ZEMAX, constitute ZEMAX’s confidential information. ZEMAX will be free to use, disclose, reproduce, license and otherwise distribute, and exploit this Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

Consent to Use of Data. The Software may periodically identify, document, collect, analyze, record, and transmit to ZEMAX information about the device and network on which you (or anyone you allow to) access the Software, such as your (or another user who access the Software) computer name or device identifier, IP address and other related information.  You agree that ZEMAX may use this information to improve the Software, develop new product and service offerings, and to provide Software updates, product support and other services to you.

Limited Warranty. THE SOFTWARE IS PROVIDED “AS IS” WITH NO WARRANTY OF ANY KIND. ZEMAX SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. ZEMAX DOES NOT WARRANT THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR THAT THE OPERATION, RESULTS, OR DATA GENERATED BY THE SOFTWARE WILL BE ERROR FREE. ZEMAX DISCLAIMS ANY WARRANTY THAT THE SOFTWARE IS OR WILL BE DELIVERED FREE OF ANY PERSON'S CLAIM OF PATENT, TRADEMARK, OR SIMILAR INFRINGEMENT.

Limitation of Liability. Your sole and exclusive remedies for any damage or loss in any way connected with the Software, whether by ZEMAX's breach of any express or implied warranty, negligence, or any breach of any other duty, shall be, at ZEMAX's option, repair or replacement of the Software or return for a refund of the price paid by you for a license to such Software (if any). EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, UNDER NO CIRCUMSTANCES SHALL ZEMAX OR ITS AFFILIATES, AGENTS, SUPPLIERS, OR THIRD PARTY LICENSORS BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY KIND IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER TORT, CONTRACT, OR OTHERWISE), AND EVEN IF ZEMAX OR ITS AFFILIATES, AGENTS, SUPPLIERS, OR THIRD PARTY LICENSORS WERE INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

Term and Termination. The term of this license commences on the first to occur of  your download of the Software or your breaking of the wrapping of or seal to the Software provided to you by ZEMAX in accordance with this Agreement. This license is effective until terminated. You may terminate it by destroying the Software, program and documentation and all copies thereof. This license shall terminate automatically and immediately in the event of your breach of the terms of this Agreement. Upon termination of this Agreement, you shall immediately discontinue the use of the Software and shall within 10 days return to ZEMAX all copies of the Software. Your obligations to pay accrued charges and fees as well as provisions contained herein that, by their nature, are intended to survive termination, including ZEMAX’s rights in and to the Feedback, and ZEMAX’s liability limitations, shall survive any termination of this Agreement.

Export.  Your use of the Software shall comply with all applicable regulations, orders and other governmental restrictions regarding the export of software, technical data or derivatives thereof.  You will not knowingly directly or indirectly export (or re-export) the Software or any derivatives thereof or permit transshipment of same, including via download from ZEMAX, (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to U.S. economic sanctions or other trade controls; (b) to or for the benefit of anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons, List of Specially Designated Terrorists or List of Specially Designated Narcotics Traffickers or the U.S. Commerce Department’s Table of Deny Orders, Denied Persons List, Unverified Parties List, Entities List, or the U.S. State Department's list of Debarred Parties; or (c) to or into any country or destination for which the US government or any US governmental agency requires an export license or other approval for export without first having obtained such license or other approval. 
 
Miscellaneous. The acceptance of any purchase order placed by you for the Software, if any, is expressly made conditional on your assent to the terms and conditions of this Agreement, and ZEMAX agrees to furnish the Software only upon these terms and conditions and not those contained in your purchase order. This Agreement contains the entire agreement and understanding between you and ZEMAX with respect to your purchase and use of the Software.  This Agreement may not be modified without the prior written consent of the parties hereto.  Nothing contained herein, however, will prevent ZEMAX from modifying this Agreement with respect to your license or purchase of additional or future products or services from ZEMAX.  If any provision of this Agreement is held to be ineffective, unenforceable, or illegal for any reason, such decision shall not affect the validity or enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances and such provision shall be reformed only to the extent necessary to make it effective, enforceable, and legal under such circumstances. ZEMAX’s failure to exercise any of its rights or remedies under this Agreement, or otherwise by law, will not be construed as a waiver of ZEMAX's right to assert or rely upon those rights or remedies in that or any other instance. You may not assign or transfer this Agreement, or any of the rights licensed hereunder, to any third party without the prior written consent of ZEMAX, and any assignment in violation of the foregoing shall be null and void.  ZEMAX may assign this Agreement to any affiliate or third party, in whole or in part, without your consent.  This Agreement shall be governed by and construed under the laws of the State of Washington, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.