Lightpoint Scientific LLC (“Lightpoint”) is the owner and provider of vPrism. Lightpoint requires that you carefully read and agree to the following Terms and Conditions (these “Terms”) before downloading, installing, activating, accessing, or using vPrism.

By downloading, installing, activating, accessing, or using vPrism, you accept and are bound by these Terms. If you do not agree to these Terms, you are not authorized to download, install, activate, access, or use vPrism.

If you are downloading, installing, activating, accessing, or using vPrism on behalf of a company, agency, organization, or other entity, you represent that you have the authority to bind that entity to these Terms, and “you” and “your” refer to both you and that entity. Lightpoint may modify these Terms from time to time. Any updated version will apply to your continued use of vPrism after the updated version is made available or otherwise provided to you, except that material changes will not retroactively reduce your rights under an active paid License during the then-current License Term unless reasonably necessary to address legal, security, technical, or misuse-related concerns.

1. Definitions

For purposes of these Terms:

1.1 “Authorized Device” means a desktop or laptop computer, workstation, or other computing device owned or controlled by Customer or an Authorized User on which the Software is installed or activated in accordance with these Terms and the applicable License.

1.2 “Authorized User” means an employee, contractor, consultant, or other individual authorized by Customer to access or use vPrism on Customer’s behalf, solely in connection with Customer’s business, professional, investigative, educational, or internal purposes and subject to these Terms and the applicable License.

1.3 “Customer” means the individual or entity that purchases, downloads, installs, activates, accesses, or uses vPrism, or on whose behalf vPrism is purchased, downloaded, installed, activated, accessed, or used.

1.4 “Documentation” means any user guides, instructions, technical materials, release notes, specifications, training materials, or other documentation for vPrism that Lightpoint makes available.

1.5 “License” means the limited right to install, activate, access, and use vPrism during the applicable License Term, subject to these Terms and any applicable order, invoice, checkout terms, license key, activation limit, or other purchase terms made available by Lightpoint.

1.6 “License Term” means the period during which Customer is authorized to use vPrism under an active License.

1.7 “Outputs” means images, video clips, frames, screenshots, measurements, metadata, annotations, reports, exports, files, or other materials generated, exported, or created by Customer or an Authorized User through use of vPrism.

1.8 “Software” means Lightpoint’s vPrism software application, including any updates, upgrades, patches, enhancements, modified versions, or replacement versions provided by Lightpoint.

1.9 “Third-Party Components” means software, code, libraries, tools, utilities, codecs, frameworks, or other components provided by third parties and included in, distributed with, or otherwise made available as part of vPrism, including open-source software.

1.10 “User Content” means videos, images, audio, files, metadata, case materials, evidence, data, or other content that Customer or an Authorized User imports into, opens with, analyzes using, or otherwise processes through vPrism.

1.11 “vPrism” means, collectively, the Software, Documentation, Third-Party Components, and any related materials provided by Lightpoint.

2. License Grant; Authorized Use

2.1 License Grant. Lightpoint grants you a nonexclusive, nontransferable, non-sublicensable, limited license to download, install, activate, access, and use the Software on one or more Authorized Devices, as permitted by the applicable License, during the applicable License Term, solely for your internal business, professional, investigative, educational, or other authorized purposes, and subject to these Terms and the applicable License. This license includes the right to use the Software to open, view, process, analyze, modify, and export copies of image and video files and related Outputs.

2.2 Authorized Users and Devices. You may access and use the Software only as permitted by the applicable License, including any applicable Authorized User, Authorized Device, activation, transfer, or other usage limits. You are only permitted to access and use the Software on your Authorized Devices and only through Authorized Users, in each case subject to the applicable License. You may not make copies of the Software or otherwise make the Software available to anyone, including your co-workers, employees, staff, and contractors, except that you may allow Authorized Users to use the Software on your behalf in accordance with these Terms and the applicable License, and you may make copies of the Software solely as reasonably necessary to install, activate, back up, or use the Software as permitted by these Terms. You may not make the Software available to any third party except Authorized Users as expressly permitted by these Terms and the applicable License.

2.3 Responsibility for Use. You acknowledge that you are solely responsible for all activities undertaken by you in connection with use of the Software, including but not limited to activities undertaken by users who gain access to your account, License, license key, activation credentials, Authorized Device, or copy of the Software. You are solely responsible for maintaining the security and privacy of your account and password and for preventing unauthorized access to or use of vPrism. You acknowledge that you will not hold Lightpoint liable for activities undertaken by any user of your account or use of your copy of the Software, except to the extent caused by Lightpoint’s own willful misconduct or as otherwise prohibited by applicable law.

2.4 Compliance with Laws. You shall comply with all applicable laws and regulations, including by not using vPrism to commit or facilitate any crime, tortious act, infringement, violation of privacy or publicity rights, or other improper or unlawful conduct.

2.5 Age Requirement. The Software may only be accessed and used by individuals 18 years of age or older. You expressly acknowledge that you are over the age of 18.

3. License Activation; License Keys; Transfers

3.1 License Activation. Use of vPrism may require a valid license key, activation code, account credential, device authorization, subscription validation, or other license-management mechanism provided or authorized by Lightpoint. You may access and use vPrism only during an active License Term and only in accordance with the License purchased or otherwise authorized by Lightpoint.

3.2 Fees and Purchase Terms. Fees, payment, billing, renewal, cancellation, refund, and tax terms for vPrism are as stated at checkout, in the applicable order, invoices, quote, renewal notice, or other purchase terms made available by Lightpoint. Use of vPrism requires an active License in good standing.

3.3 License Management. Lightpoint may use license-management tools and service providers to activate, validate, monitor, manage, suspend, or deactivate Licenses and Authorized Devices. The activation and validation process may transmit limited license, device, account, subscription, and usage-validation information to Lightpoint or its license-management provider, as further described in Section 8.

3.4 License Keys and Access Credentials. You are responsible for maintaining the confidentiality and security of all license keys, activation codes, account credentials, passwords, and other access credentials associated with your License. You may not share, sell, publish, transfer, disclose, or make available any license key, activation code, account credential, or other access credential except to Authorized Users and solely as necessary to use vPrism in accordance with these Terms.

3.5 Transfers Between Devices. Subject to the applicable License and Lightpoint’s activation process, you may transfer use of the Software between Authorized Devices owned or controlled by you, including when replacing, upgrading, repairing, or reassigning a device within your organization. You may not use transfers, reactivations, device changes, or similar activity to share a License among multiple users or devices beyond the scope of the applicable License.

3.6 Excessive or Unauthorized Use. Lightpoint may require you to purchase additional Licenses, limit further activations or transfers, or suspend or deactivate a License if Lightpoint reasonably determines that activation, transfer, reactivation, device-change, or usage activity indicates unauthorized sharing, circumvention of license limits, use by unauthorized users, use on unauthorized devices, or other use beyond the scope of the applicable License.

3.7 Suspension and Deactivation. Lightpoint may suspend, disable, or deactivate access to vPrism or any License if the License expires, payment is not received or is reversed, a chargeback is initiated, Lightpoint reasonably suspects fraud, security risk, unauthorized use, or license abuse, or you breach these Terms. Lightpoint will use reasonable efforts to provide notice before suspension or deactivation where practical, but may act without prior notice where Lightpoint reasonably determines that immediate action is necessary to protect Lightpoint, vPrism, its users, or its intellectual property.

4. Restrictions

In accepting these Terms, you agree not to use vPrism except as expressly permitted by these Terms and the applicable License. Without limiting the foregoing, the following activities are prohibited:

4.1 Violations of Law and Third-Party Rights. You are prohibited from using vPrism in violation of federal, state, local, or international laws, regulations, or other governmental requirements. You also agree not to infringe or violate the rights (including intellectual property, privacy, and publicity rights) of any other person(s). If such violations occur, Lightpoint may report such activities to the appropriate law enforcement agencies, regulators, or other third parties.

4.2 Security Violations. You are prohibited from attempting or carrying out any activities that may harm the security, integrity, operation, or licensing controls of vPrism or Lightpoint’s systems. Any attempts may result in criminal or civil liabilities to you. Such violations include but are not limited to:

(a) Logging into an account of another without permission or using any license key, activation code, account credential, password, or other access credential that you are not authorized to use;

(b) Impersonating another user of vPrism;

(c) Accessing data of another user of vPrism or any Lightpoint system;

(d) Taking action to obtain vPrism features, support, updates, license rights, or access not intended for your use;

(e) Probing, scanning, or testing the vulnerability of vPrism or any application, server, license-management system, website, or computing infrastructure of Lightpoint or its service providers, except with Lightpoint’s prior written authorization;

(f) Tampering, hacking, modifying, or attempting to corrupt or breach security or authentication measures of vPrism, any license-management mechanism, or any Lightpoint system;

(g) Transmitting material, electronic communications or electronic correspondence that (i) contains viruses, Trojan horses, worms, time bombs, cancelbots, or (ii) causes or attempts to cause “flooding,” “mailbombing,” “crashing”, DDOS attacks on any website or computing infrastructure or any other devices or otherwise damages or disrupts any website or computing infrastructure, system, device, license-management mechanism, or software;

(h) Selling or giving access to your vPrism account, License, license key, activation code, password, Authorized Device, or copy of the Software to someone else except as expressly permitted for Authorized Users under these Terms; or

(i) Collecting data on any users of vPrism, except to the extent you are legally authorized to do so in connection with legitimate professional, investigative, educational, or internal use of vPrism.

4.3 Unauthorized Sharing, Copying, or Circumvention. You may not copy, modify, adapt, translate, distribute, publish, sell, rent, lease, lend, sublicense, transfer, provide access to, or otherwise make available vPrism except as expressly permitted by these Terms. You may not bypass, disable, interfere with, or circumvent any license key, activation process, access control, security feature, usage limitation, or other technical protection measures included in or used with vPrism.

4.4 Reverse Engineering; Competitive Use. You may not reverse engineer, decompile, disassemble, decode, derive source code from, or otherwise attempt to discover the underlying structure, ideas, methods, algorithms, models, data structures, or technical implementation of the Software, except to the limited extent such restriction is prohibited by applicable law. You may not use vPrism, the Documentation, Outputs, or any related technical materials to develop, train, improve, benchmark, or support any competing product, service, model, dataset, or software tool. This restriction does not prohibit internal validation of vPrism for legitimate professional use, provided that you do not use such validation to develop, train, improve, benchmark, or support a competing product, service, model, dataset, or software tool, or publish benchmarking results without Lightpoint’s prior written consent.

4.5 Public Testing; Benchmarking. You may not publish or disclose performance tests, benchmarking results, comparative analyses, vulnerability analyses, or technical evaluations of vPrism without Lightpoint’s prior written consent, except to the extent such disclosure is required by applicable law, court order, or professional obligation.

4.6 Misuse of User Content and Outputs. You may not use vPrism to create, obtain, possess, process, distribute, or transmit unlawful content or to violate any person’s rights. This restriction does not prohibit legally authorized use of vPrism in connection with legitimate professional, forensic, investigative, educational, law-enforcement, public-safety, insurance, engineering, legal, or litigation-related work. You may not use any Output in a misleading manner, falsify or misrepresent any analysis, or state or imply that Lightpoint has verified, endorsed, certified, or adopted any User Content, Output, conclusion, opinion, report, exhibit, testimony, or other use of vPrism.

4.7 Proprietary Notices and Source Integrity. You also agree you will not use vPrism to (a) solicit, facilitate, or conceal illegal activity; (b) infringe, misappropriate, or otherwise violate the intellectual property rights or other rights of others; (c) falsify, delete, obscure, remove, or alter author attributions, chain-of-custody information, metadata, source information, or proprietary or legal notices in any image, video, file, Output, Software, Documentation, or other material, except where you are legally authorized to do so and accurately document the change; or (d) harvest, collect, accumulate, or otherwise gather information about others except to the extent legally authorized in connection with legitimate professional, investigative, educational, or internal use of vPrism.

4.8 Enforcement. Lightpoint reserves the right to determine in its reasonable discretion, whether a user has used vPrism in an impermissible way. Lightpoint also reserves the right to suspend, disable, or terminate access to vPrism or any License if Lightpoint reasonably determines that vPrism has been used in violation of these Terms or in a manner that creates legal, security, operational, intellectual property, or reputational risk for Lightpoint or others. Lightpoint will use reasonable efforts to notify you before taking such action where practical, but may act without prior notice where Lightpoint reasonably determines that immediate action is necessary.

5. User Content and Outputs

5.1 Your User Content. As between you and Lightpoint, you retain all rights you have in and to your User Content. Lightpoint does not claim ownership of your User Content solely because you open, view, process, analyze, modify, or export it using vPrism.

5.2 Your Outputs. As between you and Lightpoint, you retain all rights you have in and to Outputs generated from your User Content through your use of vPrism, subject to Lightpoint’s rights in vPrism, the Software, Documentation, and any Lightpoint materials incorporated into or made available through vPrism. You may use Outputs for your internal business, professional, investigative, educational, forensic, law-enforcement, public-safety, insurance, engineering, legal, litigation-related, or other authorized purposes, subject to these Terms and applicable law.

5.3 Responsibility for User Content and Outputs. You are solely responsible for your User Content, your Outputs, and your use of vPrism, including for obtaining and maintaining any rights, permissions, authorizations, consents, approvals, or legal authority necessary to process User Content and use Outputs. You are also responsible for determining whether any User Content, Output, workflow, setting, export, annotation, measurement, report, or other use of vPrism is appropriate for your intended purpose.

5.4 Materials Provided to Lightpoint. vPrism is intended to allow you to process User Content locally, except to the extent otherwise described by Lightpoint or enabled by you. If you voluntarily provide User Content, Outputs, or related materials to Lightpoint, including for support, troubleshooting, feedback, user training, or other assistance, you grant Lightpoint a limited, nonexclusive right to use those materials solely to provide the requested support, troubleshooting, feedback response, user training, or other assistance, and to maintain records of such interaction in accordance with Lightpoint’s ordinary business practices.

6. Intellectual Property

6.1 Lightpoint Intellectual Property. Lightpoint owns and retains all right, title, and interest in and to vPrism, including the Software, Documentation, technical materials, user interfaces, designs, workflows, methods, processes, algorithms, source code, object code, updates, modifications, enhancements, derivative works, and all related intellectual property and proprietary rights. vPrism is licensed not sold. Nothing in this Section 6 shall be construed as giving any user permission to use or create derivative works of anything included in vPrism except as expressly permitted by these Terms. No copying, redistribution, retransmission, publication, or exploitation (commercial or non-commercial) of the Software, Documentation, or any related Lightpoint materials is permitted without the express written permission of Lightpoint except as expressly permitted by these Terms. Portions of the Software, Documentation, and related Lightpoint materials are protected by copyright, trade dress, trademark, unfair competition, trade secret, and other state and federal laws and international laws and treaties. The Software, Documentation, and related Lightpoint materials may not be copied or imitated in whole or in part, by any means, except as expressly permitted by these Terms. Nothing in this Section 6 shall be construed as granting by license, implication, estoppel or otherwise, any license or right to use any service mark or trademark owned or used by Lightpoint.

6.2 User Content and Outputs. Nothing in this Section 6 limits your rights in User Content or Outputs as described in Section 5. Lightpoint does not claim ownership of User Content solely because you use vPrism to open, view, process, analyze, modify, or export it.

6.3 Feedback. If you provide Lightpoint with suggestions, comments, ideas, requests, recommendations, error reports, enhancement requests, or other feedback regarding vPrism (“Feedback”), Lightpoint may use, disclose, reproduce, license, distribute, and otherwise exploit the Feedback without restriction, attribution, or compensation to you, provided that Lightpoint will not publicly identify you as the source of the Feedback without your consent.

6.4 Third-Party Components. The Software may include Third-Party Components. Third-Party Components are subject to their own license terms, notices, and restrictions, which may be provided in the Documentation, in a third-party notices file, within the Software, or on Lightpoint’s website. Your rights to use Third-Party Components are subject to those applicable third-party terms, and nothing in these Terms limits any rights you may have under applicable open-source licenses.

6.5 Open Source Software. The Software may include open-source software. Open-source software is licensed under the applicable open-source license terms and not under these Terms, except to the extent these Terms apply to vPrism as a whole and do not conflict with the applicable open-source license. To the extent required by any applicable open-source license, Lightpoint will make the applicable notices, license terms, or source code available in the manner required by that license.

7. Professional and Forensic Use; User Responsibility

7.1 Nature of vPrism. vPrism is a software tool for opening, viewing, processing, analyzing, modifying, and exporting image and video files and related information. vPrism is intended to support, not replace, the independent judgment, validation, documentation, and professional responsibility of its users.

7.2 User Responsibility. You are solely responsible for your use of vPrism, User Content, and Outputs, including for selecting appropriate files, settings, workflows, methods, assumptions, measurements, annotations, exports, and reports. You are also responsible for reviewing, validating, documenting, and verifying any Outputs before relying on them or using them in any investigation, report, claim, proceeding, exhibit, testimony, training, public-safety activity, engineering analysis, insurance matter, legal matter, or other professional context.

7.3 No Professional Advice. Lightpoint does not provide legal, forensic, engineering, expert-witness, law-enforcement, public-safety, evidentiary, chain-of-custody, insurance, investigative, or other professional advice through vPrism. Any Documentation, technical materials, examples, user training materials, support communications, or other materials provided by Lightpoint are for general informational and product-support purposes only and are not a substitute for your own professional judgment or case-specific analysis.

7.4 No Guarantee of Results. Lightpoint does not represent or warrant that vPrism, any User Content, any Output, or any use of vPrism will establish or disprove any fact, satisfy any evidentiary or professional standard, preserve chain of custody, be accepted by any court, agency, investigator, client, insurer, expert, or other person, or produce any particular investigative, litigation, insurance, public-safety, engineering, legal, or professional result.

7.5 Preservation of Source Materials. You are responsible for preserving original User Content, maintaining appropriate records, documenting any processing, modifications, settings, exports, or other work performed using vPrism, and complying with any applicable legal, evidentiary, professional, agency, organizational, or contractual requirements relating to your use of vPrism, User Content, or Outputs.

8. Privacy Policy and Data Handling

8.1 Local Processing of User Content. vPrism is designed to process User Content locally on the device on which the Software is installed, except to the extent otherwise described by Lightpoint or enabled by you. Lightpoint does not receive or store User Content solely because you open, view, process, analyze, modify, or export User Content using vPrism.

8.2 Personal Information. Lightpoint and its service providers may collect, receive, store, use, and process limited information relating to your purchase, License, account, activation, subscription status, Authorized Devices, license validation, support requests, updates, diagnostics, and use of vPrism. This information may include information that identifies or can reasonably be associated with an individual or device (“Personal Information”). Lightpoint’s collection, use, disclosure, and other processing of Personal Information is described in Lightpoint’s then-current privacy policy, available at https://www.lightpoint.com/privacy-policy (the “Privacy Policy”).

8.3 Payment Information. Payments for vPrism may be processed through Lightpoint’s website or by third-party payment processors. vPrism does not process payment card information within the Software. Any payment information you provide in connection with purchasing or renewing a License is processed in accordance with the applicable payment terms and Privacy Policy and may also be subject to the terms and privacy policies of Lightpoint’s payment processors.

8.4 Materials Provided to Lightpoint. If you voluntarily provide User Content, Outputs, or other materials to Lightpoint, including for support, troubleshooting, feedback, user training, or other assistance, Lightpoint may receive and process those materials as described in Section 5.4 and the Privacy Policy. You should not provide Lightpoint with sensitive, confidential, legally restricted, or case-specific materials unless reasonably necessary for the requested assistance and you have the right and authority to provide them.

9. Updates; Support; Changes

9.1 Updates and Changes. Lightpoint may from time to time provide updates, upgrades, patches, bug fixes, enhancements, modified versions, replacement versions, or other changes to vPrism. Any such updates or changes are part of vPrism and are subject to these Terms unless Lightpoint provides different terms with the update or change.

9.2 No Obligation to Provide Updates. Lightpoint may, but is not required to, provide any particular update, upgrade, patch, bug fix, enhancement, feature, compatibility update, or modified version of vPrism. Lightpoint may modify, suspend, discontinue, or replace features, functionality, Documentation, technical materials, or support resources from time to time.

9.3 Support. Lightpoint may provide support, troubleshooting, user training, or other assistance for vPrism as described on Lightpoint’s website, in applicable purchase terms, or as otherwise agreed by Lightpoint in writing. Unless Lightpoint expressly agrees otherwise, Lightpoint does not guarantee any specific support response time, resolution time, availability, compatibility, or outcome.

9.4 System Requirements and Compatibility. You are responsible for ensuring that your devices, systems, software, files, and operating environment meet any applicable system requirements and are suitable for your intended use of vPrism. Lightpoint does not guarantee that vPrism will be compatible with all devices, operating systems, file types, codecs, third-party software, workflows, or configurations.

10. No Warranty; Disclaimers

10.1 Disclaimer. Lightpoint makes no representations or warranties regarding vPrism except to the extent expressly stated in a separate written agreement signed by Lightpoint. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VPRISM IS PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” You are responsible for reviewing the Documentation and using vPrism properly and in accordance with these Terms. You are solely responsible for determining whether vPrism is suitable for your intended use and for reviewing, validating, documenting, and verifying all User Content, Outputs, settings, workflows, measurements, annotations, exports, and reports before relying on them. Lightpoint makes no representation or warranty of any kind that vPrism will run continuously, be available at all times, run without error, be uninterrupted, be compatible with any particular device, system, operating environment, file type, codec, workflow, or third-party software, preserve or maintain any User Content, produce accurate or complete Outputs, satisfy any professional, technical, evidentiary, or legal standard, or continue to be operational in perpetuity. Lightpoint expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, completeness, and any warranties arising from course of dealing, usage, or trade practice. Lightpoint reserves the right to discontinue vPrism partially or in its entirety at any time in accordance with Section 9. No Lightpoint reseller, distributor, agent, employee, contractor, or representative is authorized to make any warranty or representation regarding vPrism except in a written agreement signed by Lightpoint. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you; in such jurisdictions, Lightpoint’s warranties are excluded to the maximum extent permitted by applicable law.

11. Limitation of Liability

11.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LIGHTPOINT OR ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SERVICE PROVIDERS, SUPPLIERS, RESELLERS, OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF REPUTATION, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, LOSS OF EVIDENCE, COST OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO REALIZE EXPECTED SAVINGS, OR ANY INVESTIGATIVE, INSURANCE, ENGINEERING, PUBLIC-SAFETY, LEGAL, FORENSIC, EVIDENTIARY, LITIGATION, EXPERT-WITNESS, OR PROFESSIONAL OUTCOME, EVEN IF LIGHTPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE.

11.2 Liability Cap. LIGHTPOINT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, VPRISM, THE SOFTWARE, DOCUMENTATION, USER CONTENT, OUTPUTS, ANY LICENSE, OR ANY RELATED SERVICES, SUPPORT, UPDATES, OR MATERIALS, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO LIGHTPOINT FOR THE APPLICABLE LICENSE DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

11.3 Basis of the Bargain. The limitations, exclusions, and disclaimers in these Terms apply to the maximum extent permitted by applicable law, even if any limited remedy fails of its essential purpose. You acknowledge that Lightpoint provides vPrism in reliance on the warranty disclaimers, liability limitations, license restrictions, and risk allocations set forth in these Terms, and that Lightpoint would not provide vPrism on the same terms without those limitations.

11.4 Non-Excludable Liability. Some jurisdictions do not allow the exclusion or limitation of certain damages or liabilities. In such jurisdictions, Lightpoint’s liability is limited to the maximum extent permitted by applicable law. Nothing in these Terms limits liability to the extent such liability cannot be limited under applicable law.

12. Indemnity

12.1 Indemnification Obligation. By using vPrism, you agree to indemnify, defend, and hold harmless Lightpoint and its affiliates, officers, employees, contractors, agents, licensors, service providers, suppliers, resellers, distributors, successors, and assigns (collectively, the “Lightpoint Parties”) from and against any claims, suits, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) your breach of these Terms; (b) your misuse of vPrism; (c) your User Content or Outputs; (d) any allegation that your User Content, Outputs, or use of vPrism infringes, misappropriates, or otherwise violates any intellectual property, privacy, publicity, confidentiality, contractual, or other rights of any third party; (e) your violation of applicable law or professional, agency, evidentiary, or contractual obligations; (f) your unauthorized access to or use, copying, distribution, transfer, disclosure, or sharing of vPrism, any License, license key, activation code, account credential, Authorized Device, Documentation, or Lightpoint materials; or (g) any conclusion, opinion, report, exhibit, testimony, claim, decision, action, or other use or reliance based on User Content, Outputs, or your use of vPrism.

12.2 Covered Claims. Indemnified claims may include claims alleging libel, defamation, invasion of privacy, violation of publicity rights, copyright infringement, trademark infringement, patent infringement, trade secret misappropriation, violation of confidentiality obligations, fraud, false advertising, misrepresentation, product liability, professional negligence, evidence spoliation, improper evidence handling, violation of law, or violation of any third-party right, in each case to the extent arising from or relating to your User Content, Outputs, misuse of vPrism, breach of these Terms, or unlawful or unauthorized conduct.

12.3 Defense and Settlement. You are solely responsible for defending any claim subject to indemnification under this Section 12 and for paying any damages, losses, costs, expenses, or settlement amounts resulting from such claim. Lightpoint may, at its option, control the defense and settlement of any claim subject to indemnification under this Section 12, or require you to defend the claim with counsel reasonably acceptable to Lightpoint. You may not settle any claim in a manner that admits fault by, imposes obligations on, or restricts the rights of any Lightpoint Party without Lightpoint’s prior written consent. Lightpoint may participate in the defense of any claim with counsel of its own choosing at its own expense.

12.4 Limitations. Your indemnification obligations do not apply to the extent a claim is caused by Lightpoint’s own willful misconduct or by Lightpoint’s material breach of these Terms.

13. Term and Termination

13.1 Term of License. Your License begins when activated or otherwise made available by Lightpoint and continues for the applicable License Term, unless earlier suspended or terminated in accordance with these Terms. Upon expiration of the License Term, your right to access and use vPrism will end unless the License is renewed or extended by Lightpoint.

13.2 Suspension or Deactivation. Lightpoint may suspend, disable, deactivate, or limit access to vPrism, any License, license key, activation code, account, Authorized Device, update, support resource, or related feature if: (a) the applicable License expires; (b) payment is not received, is reversed, is subject to a chargeback, or is otherwise disputed; (c) Lightpoint reasonably suspects fraud, unauthorized use, license abuse, excessive activation or transfer activity, security risk, or circumvention of license controls; (d) you breach these Terms; or (e) continued access may create legal, security, operational, intellectual property, or reputational risk for Lightpoint, its users, or others.

13.3 Termination by Lightpoint. Lightpoint may terminate your License and your right to access and use vPrism if you materially breach these Terms and do not cure the breach within ten (10) days after notice from Lightpoint. Lightpoint may terminate immediately, with or without prior notice, if the breach is not reasonably capable of cure, involves unauthorized copying, distribution, transfer, reverse engineering, license circumvention, unlawful use, misuse of User Content or Outputs, infringement or misappropriation of third-party rights, or creates material legal, security, intellectual property, or operational risk for Lightpoint, its users, or others.

13.4 Effect of Expiration or Termination. Upon expiration or termination of your License or these Terms, you must stop using vPrism and uninstall, delete, or destroy all copies of the Software, Documentation, license keys, activation codes, and other Lightpoint materials in your possession or control, except to the extent you are required by applicable law, professional obligation, court order, agency requirement, or ordinary backup procedures to retain limited archival copies. Expiration or termination does not require you to delete your User Content or Outputs, but your continued use of any Outputs remains subject to these Terms.

13.5 No Refunds. Unless Lightpoint expressly states otherwise in applicable purchase terms or agrees otherwise in writing, expiration, suspension, deactivation, or termination does not entitle you to any refund, credit, or other payment.

13.6 Survival. Any provisions that by their nature should survive expiration or termination will survive, including provisions relating to ownership, restrictions, User Content and Outputs, professional and forensic use, privacy and data handling, warranty disclaimers, limitation of liability, indemnity, governing law, and general terms.

14. Export Compliance

You may not export, re-export, transfer, download, access, use, or make available vPrism, the Software, Documentation, any License, or any related Lightpoint materials in violation of applicable export control, sanctions, embargo, anti-boycott, or restricted-party laws, rules, or regulations, including applicable laws administered by the United States government. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and that you are not identified on any restricted-party, denied-party, blocked-person, or sanctions list. You may not use vPrism for any prohibited end use or make vPrism available to any person or entity where doing so would violate applicable law. You are solely responsible for complying with all applicable laws relating to your access to, use of, transfer of, or download of vPrism.

15. Governing Law; Venue

15.1 Governing Law. You agree that these Terms and your use of vPrism shall be governed in all respects by the laws of the State of California, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

15.2 Venue and Jurisdiction. Any dispute arising out of or relating to these Terms, vPrism, any License, User Content, Outputs, or your access to or use of vPrism will be resolved exclusively in the federal courts of the Central District of California or the state courts of Ventura County, California. You consent to the exclusive jurisdiction and venue of those courts and waive any objection based on inconvenient forum, lack of personal jurisdiction, or improper venue.

15.3 Equitable Relief. Notwithstanding the foregoing, Lightpoint may seek injunctive, equitable, or other protective relief in any court of competent jurisdiction to prevent or address actual or threatened unauthorized use, copying, disclosure, distribution, reverse engineering, license circumvention, infringement, misappropriation, or other violation of Lightpoint’s intellectual property, proprietary rights, or license restrictions.

16. General Terms

16.1 Notices. Lightpoint may provide notices to you by email, through vPrism, through your account, by posting on Lightpoint’s website, or by any other reasonable method. Legal notices to Lightpoint must be sent to [INSERT NOTICE EMAIL OR ADDRESS], unless Lightpoint designates a different notice method.

16.2 Assignment. You may not assign, transfer, or delegate these Terms, any License, or any rights or obligations under these Terms without Lightpoint’s prior written consent. Any attempted assignment, transfer, or delegation in violation of this Section 16.2 is void. Lightpoint may assign, transfer, or delegate these Terms, any License, and any rights or obligations under these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, change of control, or by operation of law.

16.3 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent as closely as possible.

16.4 Waiver. No failure or delay by Lightpoint in exercising any right, remedy, power, or privilege under these Terms will operate as a waiver of that right, remedy, power, or privilege. Any waiver must be in writing and signed by Lightpoint to be effective.

16.5 Entire Agreement. These Terms, together with any applicable License, purchase terms, checkout terms, order, invoice, Documentation, third-party notices, and Privacy Policy incorporated or referenced in these Terms, constitute the entire agreement between you and Lightpoint regarding vPrism and supersede all prior or contemporaneous agreements, understandings, communications, representations, and warranties regarding vPrism.

16.6 Order of Precedence. If there is a conflict between these Terms and any applicable purchase terms, checkout terms, order, invoice, Documentation, third-party notices, or Privacy Policy, the following order of precedence will apply: (a) any separate written agreement signed by Lightpoint that expressly modifies these Terms; (b) these Terms; (c) the applicable purchase terms, checkout terms, order, or invoice; (d) the Privacy Policy, solely with respect to Lightpoint’s processing of Personal Information; (e) applicable third-party notices, solely with respect to the applicable Third-Party Components; and (f) the Documentation.

16.7 No Third-Party Beneficiaries. Except for the Lightpoint Parties, there are no third-party beneficiaries of these Terms.

16.8 Force Majeure. Lightpoint will not be liable for any delay or failure to perform resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or telecommunications failures, power failures, cyberattacks, supply-chain issues, third-party service provider failures, changes in law, government actions, war, terrorism, civil unrest, or other events beyond Lightpoint’s reasonable control.

16.9 Relationship of the Parties. You and Lightpoint are independent parties. These Terms do not create any partnership, joint venture, employment, fiduciary, agency, franchise, or other similar relationship between you and Lightpoint.