End User License Agreement (EULA)
END USER LICENSE AGREEMENT
This End User License Agreement (“Agreement” or “EULA”) is between VoidLoop Inc. (“VoidLoop”) and you (either as an individual, a single corporation, or other single legal entity that purchases the applicable Product) (“you” or “Licensee”) and is effective from the date you click to accept the terms hereof (“Effective Date”). This agreement governs the use of software applications of VoidLoop, which may include related printed material, media and any other components and/or software modules, including but not limited to required drivers (“Product”). Other aspects of the Product may also include, but are not limited to, software updates and any upgrades necessary that VoidLoop may supply to You or make available to You, or that You could obtain after the initial copy of the Product, and as such that said items are not accompanied by a separate license agreement or terms of use.
BY WAY OF THE INSTALLATION, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USE OF THIS PRODUCT, YOU ARE AGREEING TO BE LEGALLY BOUND BY THE HEREIN CONTAINED TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS EULA, YOU THEN HAVE NO RIGHTS TO THE PRODUCT AND SHOULD THEREFORE NOT INSTALL, COPY, DOWNLOAD, ACCESS NOR USE THE PRODUCT.
You and VoidLoop agree as follows:
1. Definitions. In this Agreement, the following terms shall have the following meanings:
1.1. “Confidential Information” means information, whether or not in physical form, all oral communications, documents and other information, disclosed by a party to the other which: (a) is by its nature or circumstances surrounding its disclosure is, or could reasonably be expected to be regarded as, confidential to the disclosing Party; (b) is marked or otherwise designated “confidential” by the disclosing Party; or (c) the disclosing Party informs the receiving Party is confidential or a trade secret.
1.2. “Documentation” means user guides, operating manuals, and release notes in effect as of the date of delivery of the applicable Product, made generally available by VoidLoop.
1.3. “Use” means your use or implementation of the Product. “Use” specifically does not include the right to distribute sublicense, reproduce, translate, modify, improve, adapt, enhance, add to or prepare derivative works of the Product.
2. Grant of License.
2.1. License. Upon your acceptance of this Agreement, VoidLoop shall grant to you a non-exclusive license for the Product subject to all the terms and conditions set forth herein. Furthermore, this EULA shall also govern any and all upgrades provided by VoidLoop that would replace, over write and/or supplement the original installed version of the Product, unless those other upgrades are covered under a separate license, at which those terms of that license will govern.
3. Intellectual Property.
3.1. VoidLoop shall retain exclusive ownership of all worldwide Intellectual Property Rights in and to the Product, and all rights with respect to the Product not expressly granted to Licensee in this Agreement are expressly reserved for VoidLoop.
3.2. You shall not attempt to disassemble, decompile, reverse engineer or otherwise discover the source code for the Product, or otherwise duplicate or exploit the Product, without VoidLoop’s written permission or as otherwise permitted under the law.
3.3. You shall not use any of VoidLoop’s trade names, trademarks, service marks or other designation(s) for any purpose without express written permission by VoidLoop.
3.4. Copyright. The aforementioned Product is protected by copyright and other intellectual property laws and treaties, and as such all rights, title, and interest in and to the content offered, including but not limited to, any photographs, images, video animation, text, and music, that may be incorporated as part of the offered content. Such offered content is protected by copyright laws and international treaty provisions. Therefore, offered content must be treated as any other copyrighted material, with the exception that it is allowable for you to make copies as provided by the License. However, printed material, which may accompany any offered content, may not be copied.
4.1. You shall not use or disclose the VoidLoop’s Confidential Information (as hereinafter defined), and shall protect all such Confidential Information using the same degree of care that Licensee uses with respect to its own proprietary information. Licensee’s obligations regarding the protection of Confidential Information shall survive any expiration or termination of the Agreement.
4.2. “Confidential Information” means (i) the Product; (ii) the technology, ideas, know how, documentation, processes, algorithms and trade secrets embodied in the Product; and (iii) any other information, whether disclosed orally, visually or in written or digital media, that is identified as “confidential,” “proprietary,” or similarly at the time of such disclosure.
5. Disclaimer of Warranties.
5.1. Disclaimer. With regard and with relationship to the maximum extent permitted by applicable law, VoidLoop, and, if applicable, related suppliers disclaim all warranties and conditions, either express, implied or statutory, which may include, but are not limited to, any implied warranties or conditions of merchantability, of suitability for a specified purpose, that it contains absolute accuracy or completeness of responses, of results, and of any lack of negligence or lack of workmanlike effort, all with respect to the Product. FURTHERMORE, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR NON-INFRINGEMENT WITH REGARDS TO THE HEREIN CONTAINED PRODUCT. THE ENTIRE RISK AS TO THE QUALITY OF OR PERFORMANCE OF THE PRODUCT AND SUPPORT SERVICES, IF ANY, REST WITH YOU.
5.2. . Permissions with respect to embedded Intellectual Property.
5.2.1. Permission is hereby granted, free of charge, to any person obtaining a copy of software and associated documentation files embedded into the Product (the “Embedded Software”), to deal in the Embedded Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Embedded Software, and to permit persons to whom the Embedded Software is furnished to do so, subject to the following conditions:
A copyright notice reflecting “(c) 2026 VoidLoop Inc.” and this permission notice shall be included in all copies or substantial portions of the Embedded Software.
5.2.2. The Embedded Software is described at https://docs.www.voidloop.com/viewpoint/ as updated from time to time.
5.2.3. THE EMBEDDED SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE EMBEDDED SOFTWARE OR THE USE OR OTHER DEALINGS IN THE PRODUCT.
6.1. Each party is responsible for its compliance with all laws and will defend and hold the other party harmless from liability or loss resulting from the indemnifying party’s actions, omissions or defaults in violation of the laws of any jurisdiction. Without limiting the generality of the foregoing, Licensee shall comply fully with all export laws and regulations of the United States and other countries to insure that neither the Product, nor the direct product thereof, is exported, directly or indirectly, in violation of such laws.
6.2. Each party agrees, covenants and represents to the other that it will not violate the laws of the United States. If either party believes that the other is violating this Section, it may seek any reasonable remedy, including termination of this Agreement or employing the dispute resolution procedure defined in Section 8.
7. Limitation of Liability.
7.1. EXCEPT WITH RESPECT TO CLAIMS ARISING UNDER SECTION 6 (COMPLIANCE) AS PROVIDED THEREIN OR A BREACH OF SECTION 4 (CONFIDENTIAL INFORMATION), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS OR LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY. IN NO EVENT WILL VOIDLOOP’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID TO VOIDLOOP BY LICENSEE PURSUANT TO THIS AGREEMENT.
7.2. THE LIMITED WARRANTY, LIMITED REMEDIES, WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VOIDLOOP AND LICENSEE. VOIDLOOP WOULD NOT PROVIDE THE PRODUCT WITHOUT SUCH LIMITATIONS.
8.1. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in San Francisco, California, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
8.2. Each party shall bear its own attorneys’ fees and other costs and expenses unless the arbitrator decides otherwise as a result of a party’s unreasonable or malicious conduct, but those related to the compensation and expenses of the mediator and arbitrator. If court proceedings to stay litigation or compel arbitration are instituted, the party who unsuccessfully opposes such proceedings shall pay all associated costs, expenses and attorney’s fees which are reasonably incurred by the other party.
9. Termination.
9.1. If you breach this Agreement at any time, your right to use the Product shall immediately terminate without notice. All provisions of this Agreement shall remain in effect and survive termination other than the License Grant. Upon termination, you shall destroy any and all copies of the Product.
10. General Provisions.
10.1. Licensee shall not (by operation of law or otherwise) assign any of its rights or delegate any of its obligations hereunder, in whole or in part, to any third party, without the prior written consent of VoidLoop. Any purported assignment in violation of this clause shall be null and void.
10.2. This Agreement is the complete and exclusive statement of the agreement between the parties, supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the transactions covered hereby, and contains all of the covenants and agreements between the parties with respect to such transaction and all matters related thereto. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements oral or otherwise, have been made by any party, or anyone acting on behalf of any party, that are not embodied herein, and that any alleged agreement, statement or promise not contained in this Agreement shall not be valid, binding or enforceable.
10.3. This Agreement may only be modified by a written agreement signed by each party hereto.
10.4. If any provision of this Agreement is held by a court of competent jurisdiction or arbitrator to be unlawful, void or for any reason unenforceable, that provision shall be deemed severable from, and shall in no way affect the validity or enforceability of, the remaining provisions.
10.5. VoidLoop’s failure at any time(s) to require performance of any provision hereof shall in no manner affect its right at a later time to enforce such provision.
10.6. No remedy referred to in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to herein or otherwise available at law, in equity or otherwise.
10.7. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflicts of laws principles.
10.8. Any rule of law to the contrary notwithstanding, this Agreement will be construed as if drafted by both parties regardless of which party or his legal counsel either actually drafted this Agreement or printed or physically memorialized the Agreement between the parties.