LICENSE AGREEMENT COVER SHEET
Return to LEAD Technologies, Inc. Licensing Department
Fax – 704-372-8139
Mail – 1927 South Tryon Street, Suite 200, Charlotte NC 28203 USA
Email – licensing@leadtools.com
Company Name: ___________________________________
Developer Contact Information
Name: ___________________________________
Address: ___________________________________
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Phone: ___________________________________
Fax: ___________________________________
Email: ___________________________________
Licensing/Procurement Contact Information
Name: ___________________________________
Address: ___________________________________
___________________________________
Phone: ___________________________________
Fax: ___________________________________
Email: ___________________________________
LEADTOOLS SDK(s) Licensed: __________________________________
Serial Number(s): __________________________________
Type of Deployment: __ Internal use
(check all that apply) __ Commercial Distribution
__ Noncommercial Distribution
__ ASP/SaaS
__ Other (__________________)
Type of Licensing
__ Desk Top license
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Concurrent license
__ Server license (specify number of CPUs ___)
Projected number of licenses to be deployed: ________________
Projected completion date of project: ___________________
LEADTOOLS
Duplication and Distribution License
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Company Name: _____________________________________________________ (herein “Licensee”) |
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Address: ____________________________________________________________________________ (Street Address) ____________________________________________________________________________ (City, State, Postal Code, Country)
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Phone No.: ___________________________ Fax No.: _______________________________ |
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LEADTOOLS SDK(s) and Add Ons licensed: See attached Schedule 1 (herein “Software”) |
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This Duplication and Distribution License (“Agreement”) is made by and between LEAD Technologies, Inc., a North Carolina corporation, principally located at 1927 South Tryon Street, Suite 200, Charlotte, North Carolina 28203, USA (“LEAD”) and Licensee.
Recitals
1. Licensee has heretofore obtained a development license to use the Software in connection with the development of the application software identified on Schedule 1 (“Application Software”) in accordance with the terms of the LEADTOOLS Software License Agreement, a copy of which is included in the Software packaging and online help file, and the terms of which are hereby incorporated herein by this reference (herein the “License Agreement”). Capitalized terms not otherwise defined herein will have the meanings set forth in the License Agreement.
2. Licensee now wishes to obtain a license whereby it may internally deploy or commercially distribute the Application Software to end users, and LEAD is willing to grant the licenses described herein provided Licensee complies with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Effectiveness of License Agreement; Grant of Duplication and Distribution License.
(a) License Agreement. License Agreement. Licensee acknowledges that its use of the Software is governed by the terms, conditions, limitations and restrictions contained in the License Agreement and hereby agrees to faithfully abide by such terms and conditions and will not take any action with respect to the Software or Licensed Components prohibited by the License Agreement. This Agreement is supplementary to the License Agreement, and this Agreement and the License Agreement together will govern Licensee’s use of the Software and its deployment of the Application Software. Unless otherwise modified by the terms of this Agreement, all of the terms and conditions of the License Agreement remain in full force and effect. In the event of an inconsistency between this Agreement and the License Agreement, this Agreement will control.
(b) Duplication and Distribution License. Under LEAD’s intellectual property rights, and subject to all the terms and conditions set forth in this Agreement and the License Agreement, including without limitation, the payment of the runtime licensing fees described in paragraphs 2 and 3 hereof, LEAD hereby grants Licensee a non-exclusive, non-transferable, worldwide license to reproduce (and have reproduced) exact copies of the Software Redistributables (as such term is defined in the License Agreement) and include such files in the Application Software, and to deploy the Application Software on Licensee’s owned and controlled computers and networks for use by Licensee’s employees, contractors and affiliates and/or to commercially distribute the Application Software, directly and through customary distribution channels, to end users for their use without further distribution.
2. Runtime Licenses for Deployments of Application Software. Licensee must purchase a runtime license for each Deployment of Application Software. For purposes hereof, a “Deployment of Application Software” includes any and all copies Application Software installed, used, distributed, leased, sold or otherwise disposed of by Licensee, and any of its customers, employees, distributors, resellers, affiliates or other channel partners, and includes Desk Top Deployments, Concurrent Deployments and Server Deployments, as hereinafter defined.
(a) Desk Top Deployment. A “Desk Top Deployment” means installation of the Application Software by Licensee and/or Licensee’s customers on a stand-alone PC for use by a single named user. Application Software that is deployed as Desk Top software is intended for interactive use by the named end user, and has a GUI requiring the user to control the application by mouse and/or keyboard. A Desk Top Runtime License is required for each Desk Top Deployment of Application Software.
(b) Concurrent Deployment. A “Concurrent Deployment” means Licensee has built a reasonable method of concurrency into the Application Software so that, although installed on multiple PCs or on a network or server, only a limited number of users are technically permitted to be logged in to the system at the same time. For example, if the Application Software is installed on a server, and only a specified number of the computers can be connected to the server at the same time for purposes of directly or indirectly interfacing with the Application Software, the applicable number of computers that are permitted simultaneous connection will each be a “Concurrent Deployment”. Thus, if the Application Software is installed on a server with 100 computers connected, but only 10 computers may directly or indirectly interface with the Application Software at the same time, licensing for 10 Concurrent Deployments would be required. The fact that a server application is “queuing” jobs sent to it, and processing one job at a time, is not considered concurrency for purposes hereof. This type of deployment would require either a Server Runtime License, as described in section (c) below, or a Desk Top Runtime License for each computer that sends processing jobs to the server. An example of a method of concurrency would be a limitation on the number of users that can be logged in to the server at the same time, for example, to upload files to a folder for processing by the server application. A Concurrent Runtime License is required for each Concurrent Deployment of Application Software.
(c) Server Deployment. A “Server Deployment” means Licensee or its customer has installed the Application Software on a server. Server Deployments are typically for Application Software primarily intended to operate in batch mode, are involved in high volume processing (more than 25,000 images/pages per month) with minimal user interaction, or are intended for multiple users and/or other applications to access the features and capabilities of the Application Software (e.g. installation of Application Software on a kiosk or networked MFP device.) Licensee has the option of purchasing a Server Runtime License for each server the Application Software is installed upon, and by purchasing a Server Runtime License, no additional Desk Top Deployment or Concurrent Deployment runtime licensing will be required for the computers that are connected to the server. (Server license pricing is based on the number of core processors that the server machine has as set forth on Schedule 2.) If the number of computers/users connecting to the server does not justify purchasing a Server Runtime license, Licensee has the option of selecting Desk Top Deployment or Concurrent Deployment licensing, as described above, based on the number of computers/users with access to the server. (For example, if Licensee installs the Application Software on a server and only ten (10) computers are connected to the server, Licensee may purchase ten (10) Desk Top Runtime Licenses in lieu of a Server Runtime License, since the cost of ten Desk Top Runtime Licenses is less than the cost of a Server Runtime License. On the other hand, if the Application Software is installed on a server and 200 computers are connected to the server, and Licensee purchases a Server Runtime License, Licensee will not be required to purchase Desk Top Runtime licenses for the 200 computers that are connected to the server.) Please note: Placing an installation file on a server that is to be downloaded and installed on client machines, such as a CAB file to plug into Internet Explorer, is not a server deployment, and requires a Desk Top runtime license for each computer receiving the installation file. The server in this case is just acting as a carrier, much like a CD-ROM or FTP site, and is not the location where the Application Software is installed and used. A computer installation designed to service more than one person, and not a single person, such as a kiosk, requires a Server License.
(d) Multi-Modular Deployments. If the Software includes a LEAD SDK and one or more add-on modules or plug ins, runtime license pricing will be based on the features that are enabled for each Deployment. For example, Licensee’s Application Software may be composed of a scanning module, where OCR and Barcode recognition features will be enabled, and an annotation/mark up/viewing module, where “Document Imaging” features are enabled. Runtime licenses for the OCR and Barcode Module must be purchased for computers on which the scanning module is installed, and the lower priced Document Imaging runtime licenses must be purchased for computers on which the annotation/mark up/viewer module is installed.
3. Runtime License Pricing. Pricing for Desk Top Run Time Licenses, Concurrent Runtime Licenses and Server Runtime Licenses are set forth on Schedule 2 hereof.
(a) Runtime Licensing for Runtime Licenses that are Not Prepaid. Except as otherwise provided in paragraph 3(b) below, Licensee will pay a runtime license fee equal to the non prepaid runtime license fees for the applicable type of Deployment as set forth on Schedule 2 times the number of Deployments of Application Software. Licensee will report Deployments and pay for the runtime licenses pursuant to paragraph 4 hereof.
(b) Prepaid Runtime Licensing. In lieu of paying the non-prepaid runtime license rates as described above, Licensee may pay in advance for its projected runtime licensing needs in the quantity blocks and for the prices set forth on Schedule 2, attached hereto. In order to receive the prepaid runtime pricing contained on Schedule 2, Licensee must prepay for its runtime licenses at the applicable volume prices set forth on Schedule 2 prior to Deployment of the Application Software. To select a volume prepaid option, Licensee shall send LEAD a purchase order covering the desired quantity and type of Deployment of the Application Software before making the Deployments covered by the purchase order, and LEAD will generate an invoice covering the prepaid licenses, and upon payment of the invoice, issue Licensee a License Certificate reflecting the number of prepaid runtime licenses. For example, if Licensee desires to use or distribute 250 Desk Deployments of the Application Software, and would like to take advantage of the quantity 250 prepaid volume discount, Licensee must prepay for 250 runtime licenses at the volume discount rate. Thereafter, from time to time, if Licensee desires to use or distribute additional copy(s) of Application Software and pay a rate of less than the non-prepaid rate for such additional copies, Licensee will be required, prior to shipment or use of any such additional copy(s) of Application Software, to prepay for such copy(s) by selecting any of the volume prepayment options and making the applicable prepayment to LEAD. For quantity purposes, each purchase order will be viewed separately, and not cumulatively. For example, if Licensee prepays for 250 Desk Top Deployments and subsequently places another order for 250 additional Desk Top Deployments, the price for the additional 250 unit purchase will be at the quantity 250 prepaid price, not the quantity 500 prepaid price. Any Deployment of Application Software for which runtime licensing has not been prepaid prior to distribution or use pursuant to the procedure described above will carry a runtime licensing obligation equal to the applicable non-prepaid rate set forth on Schedule 2 to be reported and paid in accordance with paragraph 4 below.
(c) Evaluation and Demo Versions. If the Application Software is sold commercially by Licensee, then Licensee may have an evaluation version of the Application Software that it makes available free of charge to prospects, provided the evaluation version expires within 30 days of a prospect’s installation of the evaluation version, and provided it is covered by an evaluation license agreement that provides that the prospect may only use it for evaluation purposes. In addition, Licensee may issue a reasonable number of demonstration copies of the Application Software to its sales and support staff, for their use in connection with selling and supporting the Application Software. No runtime license fees will be payable for evaluation and demo versions of the Application Software deployed in accordance with this paragraph.
4. Record Keeping; Reporting and Payment. Licensee agrees to maintain full, clear and accurate records as to all Deployments of the Application Software. If Licensee is commercially distributing the Application Software through distributors or resellers, Licensee will ensure that its distributors and resellers maintain adequate records to reflect all licenses in the Application Software that are sold or otherwise distributed by such parties. LEAD will send Licensee a quarterly deployment report form to complete at the end of each quarter and Licensee will submit the report to LEAD, within thirty (30) days of the close of each calendar quarter, setting forth the number of Deployments of Application Software, and the type of Deployment (Desk Top, Concurrent or Server) made during such quarter. If Licensee has new Deployments for the quarter and does not have any unused prepaid runtime licenses, Licensee will pay LEAD the applicable non-prepaid runtime license fee as set forth on Schedule 2 hereof. If Licensee has purchased prepaid runtime licenses, Licensee will report any new Deployments made during the quarter, and subtract the new Deployments from its inventory of prepaid runtime licenses. If no Deployments have been made during said quarter, Licensee will return the report form stating that no Deployments have been made. LEAD shall have the right, no more than once during any calendar year, to have an independent certified public accountant or other disinterested third party inspect the relevant records of Licensee on thirty (30) days notice and during regular business hours to verify the reports and payments required to be made hereunder. Should an underpayment in excess of five percent (5%) be discovered, Licensee shall pay the cost of the audit. If Licensee is more than thirty (30) days late with any payment of amount due hereunder, interest will accrue from the date due until paid at the lesser of (i) 1.5% per month or (ii) the maximum rate of interest permitted by law. All amounts due hereunder are based on United States currency.
5. Duration of Runtime License; New Versions; Upgrades. A Desk Top and Concurrent runtime license is a perpetual license and the runtime license fee is a one-time license fee for use of the Application Software for the applicable type of Deployment. A Server runtime license is an annual license and the license fee must be paid annually to maintain the Server License. Minor version updates to the Software (e. g. patches or point releases) are provided to Licensee free of charge via LEAD’s web site. Licensee may license major new versions of the Software (e. g. LEADTOOLS version 17, 18, LEADTOOLS 2011 or such other major version designation as may be hereafter adopted by LEAD) by purchasing a development license to the new version at LEAD’s then prevailing upgrade price. No additional runtime licensing is required for minor version updates. If a major new version of the Software is included in an upgrade to the Application Software, each desk top or concurrent user that is upgraded will require an Upgrade Runtime License. The Upgrade Runtime License price is 40% of the published price of the runtime license for the new version of the Software for the applicable quantity of runtime licenses being purchased. No additional runtime licensing is required to deploy the major new version of the Software to any Server Licenses that have been purchased are in effect for the remainder of the Server License term. Any prepaid runtime licenses that have not been deployed at the time Licensee takes a license to a major new version of the Software will be carried forward and may be applied to Deployments of Application Software made with the major new version of the Software. A customer is under no obligation to update previously deployed user or client licenses with the new version of the Application Software that includes the major new version of the Software.
LEAD and Licensee have caused this Agreement to be executed in their names by the following authorized representatives.
LEAD TECHNOLOGIES, INC. _______________________________________________
(Print Your Company Name Here)
By:_________________________________(SEAL) By:____________________________________(SEAL)
(Authorized Signature)
Title:_________________________ Title:___________________________
Date:______________________ Date:_____________________
Schedule 1
I. Software Licensed
II. Description and/or name of Application Software developed by Licensee with LEADTOOLS:
_______________________________________________________________________
_______________________________________________________________________
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Runtime License Pricing
(a) Non-prepaid Prices
(b) Prepaid quantity block pricing:
(a) Non-prepaid Price –
(b) Prepaid quantity block pricing:
(a) Non-prepaid Price -
(b) Prepaid quantity block pricing:
Server pricing is based on the number of core processors that are present on a server machine. Any configuration of up to 4 core processors will require a single server license. Additional server licenses are required if there are more than 4 core processors, with one additional server license being required for each full or partial set of 4 additional cores. For example, a server containing either a single core, dual or quad-core processor will require one server license. A server with two quad-core processors will require 2 server licenses. A server with a single multi-core processor with 8 cores will require two server licenses. A server with 6 single-core processors will require two server licenses. A server with 3 quad-core processors will require 3 server licenses.