IDCubePro End User License Agreement

1. Definitions and Scope

1.1 "Software" means the IDCubePro desktop application, including its executable components, documentation, help materials, updates, and other software components supplied by HSpeQ under the applicable license.

1.2 "License" means the limited right to install and use the Software under this Agreement and the applicable order, license certificate, product page, invoice, or other purchase or activation record.

1.3 "Documentation" means user manuals, help files, tutorials, technical guides, and related materials provided by HSpeQ for use with the Software.

1.4 The Software may include tools for spectral, hyperspectral, multidimensional image, visualization, conversion, quantitative analysis, machine-learning, and related workflows. Features available to you may depend on the edition or license type you obtained.

1.5 An Internet connection may be required for license activation, validation, updates, account-related functions, or other features identified by HSpeQ.

2. License Grant

2.1 Subject to your compliance with this Agreement and payment of any applicable fees, HSpeQ grants you a limited, nonexclusive, nontransferable, nonsublicensable license to install and use the Software for your own internal personal, academic, educational, research, or business purposes, as permitted by the license type you obtained.

2.2 Each License is associated with the original workstation on which it is activated. Unless HSpeQ expressly authorizes otherwise, the License may be used only on that workstation and does not permit concurrent use on additional computers.

2.3 If you need to move the Software to a different workstation, you must contact HSpeQ. HSpeQ may deactivate the License associated with the original workstation and issue or authorize a replacement License for the new workstation. The original License will no longer remain active after the transfer. A workstation change does not create an additional or concurrent License.

2.4 The Software is licensed as a single product. Except as expressly permitted by HSpeQ, you may not separate components for use on different devices or by different users.

2.5 No ownership interest in the Software is transferred to you. All rights not expressly granted are reserved by HSpeQ and its licensors.

3. License Types, Term, and Commercial Terms

3.1 IDCubePro may be offered under one or more license types, including free, academic, educational, trial, annual, subscription, term, or other paid commercial licenses. IDCubePro is not offered under a perpetual license. The features, eligibility requirements, duration, upgrade rights, activation limits, and fees applicable to your License are those stated at the time the License is issued or purchased.

3.2 Each paid IDCubePro License is issued for a defined term. The License expires at the end of that term unless renewed. Continued use after expiration requires a valid renewed License. Access to future major versions, updates, support, cloud services, or additional functionality is not implied unless expressly included in the applicable License.

3.3 A free or trial License may have reduced functionality, usage limits, eligibility conditions, or a limited duration. HSpeQ may discontinue or modify free or trial offerings prospectively.

3.4 Any academic, educational, discounted, or institution-specific License may be used only by persons or organizations meeting the applicable eligibility requirements.

3.5 Fees, taxes, renewal terms, refund rights, and other purchase-specific terms are governed by the applicable order, checkout terms, invoice, or product page, together with this Agreement.

4. Restrictions

4.1 Except to the extent expressly permitted by applicable law notwithstanding this restriction, you may not reverse engineer, decompile, disassemble, derive source code from, or attempt to bypass technical protection, activation, or licensing mechanisms in the Software.

4.2 You may not modify, adapt, translate, create derivative software products from, redistribute, sell, sublicense, rent, lease, loan, pledge, publish, or otherwise transfer the Software or your License except as expressly authorized by HSpeQ.

4.3 You may not remove, obscure, or alter copyright, trademark, attribution, proprietary-rights, or license notices contained in the Software or Documentation.

4.4 You may not use the Software or related services to violate applicable law, infringe third-party rights, distribute malicious code, interfere with systems or services, or unlawfully access or process data.

4.5 You are responsible for ensuring that your use of the Software, including the data and images you process, complies with applicable privacy, security, confidentiality, export-control, intellectual-property, and other legal requirements.

5. User Data, Privacy, and Support

5.1 IDCubePro is desktop software. HSpeQ does not obtain access to files, images, datasets, or other content stored locally on your computer merely because you use the Software.

5.2 If you voluntarily provide files, diagnostic information, screenshots, logs, or other data to HSpeQ for support, troubleshooting, analysis assistance, or product improvement, HSpeQ may access and use that material for the purpose for which it was provided and as described in the HSpeQ Privacy Policy.

5.3 You are responsible for removing or protecting confidential, personal, regulated, or sensitive information before submitting materials to HSpeQ unless an appropriate arrangement has been made.

5.4 Information designed to assist you in using the Software may be available through in-application Help, IDCube documentation, or the IDCube website. Current support and contact information is available at idcubes.com/support and idcubes.com/contact-us.

5.5 Privacy information is available at idcubes.com/privacy-statement.

6. Updates, Upgrades, and Changes

6.1 HSpeQ may provide corrections, patches, updates, enhancements, or new releases. Unless otherwise stated, any update or enhancement supplied for use with the Software is governed by this Agreement.

6.2 Your License does not automatically include every future major version, feature, module, or paid upgrade unless such rights were expressly included when you obtained the License.

6.3 HSpeQ may modify or discontinue features, compatibility, activation mechanisms, or supporting services for future versions, provided that such changes are subject to applicable law and any commitments expressly made for your License.

6.4 Where technically necessary for activation, security, licensing, or compatibility, the Software may communicate with HSpeQ systems. Any such processing is subject to applicable privacy terms.

7. Intellectual Property

7.1 The Software and Documentation are proprietary works of HSpeQ and/or its licensors and are protected by copyright, trademark, patent, trade-secret, and other intellectual-property laws.

7.2 All right, title, and interest in and to the Software, Documentation, modifications, enhancements, and associated intellectual property remain with HSpeQ and/or its licensors.

7.3 This Agreement does not grant you ownership of any HSpeQ trademark, service mark, trade name, logo, patent, copyright, trade secret, or other intellectual property.

7.4 The Software may incorporate third-party software or components. Such components may be subject to separate notices or license terms supplied with the Software. To the extent required by those terms, the applicable third-party terms control for those components.

8. Warranty Disclaimer

8.1 EXCEPT FOR ANY EXPRESS WARRANTY THAT HSPEQ PROVIDES IN WRITING WITH A PARTICULAR PAID LICENSE, THE SOFTWARE, DOCUMENTATION, AND RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, HSPEQ DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, AND ERROR-FREE OPERATION.

8.3 HSpeQ does not warrant that the Software will meet every user requirement, operate without interruption, be compatible with every operating system, hardware configuration, third-party application, or dataset, or produce results suitable for any particular scientific, clinical, regulatory, commercial, or other purpose.

8.4 You are responsible for validating Software outputs for your intended use and for maintaining appropriate backups of your data and results.

9. Limitation of Liability

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, HSPEQ AND ITS LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, RESEARCH RESULTS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SOFTWARE, DOCUMENTATION, SERVICES, OR THIS AGREEMENT.

9.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, HSPEQ'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SOFTWARE, SERVICES, OR THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU PAID TO HSPEQ FOR THE LICENSE GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR, FOR A FREE LICENSE, ONE HUNDRED U.S. DOLLARS (US $100), UNLESS APPLICABLE LAW REQUIRES A DIFFERENT RESULT.

9.3 Some jurisdictions do not allow certain exclusions or limitations of liability, so some of the above limitations may not apply to you.

10. Indemnification

10.1 To the extent permitted by law, you agree to defend, indemnify, and hold harmless HSpeQ and its licensors, officers, directors, employees, contractors, and agents from third-party claims, liabilities, damages, losses, and reasonable costs arising from your unlawful use of the Software, your violation of this Agreement, or your infringement of a third party's rights.

10.2 This section does not require indemnification to the extent prohibited by applicable law.

11. Compliance with Law

11.1 You are responsible for complying with all laws and regulations applicable to your use of the Software, including laws relating to privacy, data protection, security, intellectual property, export controls, sanctions, and regulated data.

11.2 You may not use, export, re-export, transfer, or provide the Software in violation of applicable export-control or sanctions laws.

12. Termination

12.1 This Agreement begins when you first download, install, activate, or use the Software and continues for as long as you hold a valid License, unless terminated earlier under this Agreement.

12.2 You may terminate this Agreement at any time by ceasing use of the Software and uninstalling all copies under your control. Termination does not create a refund right except where required by law or expressly provided by the applicable purchase terms.

12.3 HSpeQ may suspend or terminate a License if you materially breach this Agreement, violate applicable license restrictions, use an invalid or unauthorized license, or fail to pay amounts properly due, subject to applicable law.

12.4 Upon termination or expiration of a License, you must stop using the Software to the extent required by the applicable license type.

12.5 Sections that by their nature should survive termination, including provisions concerning ownership, restrictions, warranty disclaimers, limitation of liability, indemnification, dispute resolution, and miscellaneous terms, will survive.

13. Governing Law

13.1 This Agreement is governed by the laws of the State of Missouri, without regard to conflict-of-law principles, except to the extent applicable law requires otherwise.

13.2 Nothing in this Agreement limits rights that cannot lawfully be waived under applicable consumer-protection or other mandatory law.

14. Dispute Resolution and Arbitration

14.1 Except for disputes that may be brought in small claims court or where applicable law prohibits mandatory arbitration, disputes arising out of or relating to this Agreement or the Software will be resolved by final and binding arbitration before a neutral arbitrator rather than by a judge or jury.

14.2 Arbitration will be administered by the American Arbitration Association ("AAA") under the rules applicable to the dispute, as modified by this Agreement. Hearings may be conducted remotely unless an in-person hearing is required by the applicable rules or determined appropriate by the arbitrator.

14.3 TO THE EXTENT PERMITTED BY LAW, ARBITRATION WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS. CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ARBITRATION OR ACTIONS ARE NOT PERMITTED.

14.4 Either party may bring an individual claim in small claims court if the claim qualifies. Nothing in this section prevents either party from seeking relief from a governmental agency where permitted by law.

14.5 If a court determines that a particular arbitration or class-waiver provision is invalid or unenforceable, the remaining provisions will continue to apply to the fullest extent permitted by law.

15. Assignment

15.1 You may not assign, sublicense, or transfer this Agreement or your License except as expressly permitted by HSpeQ or required by applicable law.

15.2 HSpeQ may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, or transfer of the Software business, subject to applicable law.

16. Severability; No Waiver

16.1 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

16.2 A failure by either party to enforce a provision of this Agreement does not waive the right to enforce that provision or any other provision later.

17. Entire Agreement; Order of Precedence

17.1 This Agreement, together with any applicable order, product-specific terms, license certificate, invoice, and incorporated privacy or purchase terms, constitutes the entire agreement between you and HSpeQ concerning the Software and supersedes prior communications concerning the same subject matter.

17.2 If a specific written order or license certificate issued by HSpeQ expressly conflicts with this Agreement, the specific term in that document controls for that License.

17.3 HSpeQ may revise this Agreement prospectively. A revised Agreement applies to a License only to the extent permitted by applicable law and the applicable license or purchase terms.

18. Contact

HSpeQ LLC
Website: www.idcubes.com
Support: www.idcubes.com/support
Contact: www.idcubes.com/contact-us
Privacy Policy: www.idcubes.com/privacy-statement