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: ___________________________________
___________________________________
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) __ Website/Intranet
(check all that apply) __ Commercial Distribution
__ Noncommercial Distribution
__ ASP/SaaS
__ Other (__________________)
Type of Licensing
__ Desk Top
license
__
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. 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 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 deployment 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. License Fees for Deployments of Application Software. Licensee must purchase a deployment 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, without limitation, 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 Deployment also is applicable where Application Software is distributed to client machines via a web server or other network device via a CAB file or similar mechanism and installed on the client machine. A Desk Top Deployment is not intended to cover software running in batch mode or as an unattended service where multiple people are directly or indirectly able to utilize the feature/functionality of the software. Desk Top Deployments are also referred to by the industry as client licenses, standalone licenses and user licenses. A Desk Top Deployment 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, only a limited number of users are technically permitted to use system at the same time. For example, if the Application Software is installed on one hundred (100) computers, but only ten (10) users may be logged in to use the Application Software at the same time, licensing for ten (10) Concurrent Deployments would be required instead of 100 Desk Top Deployments. 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 a Server Deployment License, as described below. A Concurrent Deployment license is also required when the Application Software is installed on a single computer, but more than one named user can use the computer. Concurrent Deployment licenses are also commonly referred to as referred to as floating licenses. A Concurrent Deployment License is required for each Concurrent Deployment of Application Software.
(c) Server Deployment. A “Server Deployment” means the Licensee or its customer has installed the Application Software on a server, network device, website/webserver or hardware device that is intended for use by multiple users. Server Deployments are typically for Application Software operated as a process (as opposed to by a person), primarily intended to operate in batch mode, involved in high volume processing with minimal or no user interaction, or intended for multiple users and/or other applications to access the features and capabilities of the Application Software (e.g. installation of the Application Software on a networked MFP device or webserver). 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, requires a Desk Top Deployment license for each user who downloads the CAB 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 executed and used. (In this type of deployment, a Server License is not required, but instead, Desk Top licenses are required.) A computer installation designed to service multiple un-named users, and not a single named user or set of concurrent named users, 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, Deployment 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. Deployment 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 Deployment licenses must be purchased for computers on which the annotation/mark up/viewer module is installed.
3. Deployment License Pricing. Pricing for Desk Top Deployment Licenses, Concurrent Deployment Licenses and Server Deployment Licenses are set forth on Schedule 2 hereof.
(a) Licensing for Deployment Licenses that are Not Prepaid. Except as otherwise provided in paragraph 3(b) below, Licensee will pay a deployment license fee equal to the non-prepaid deployment 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 deployment licenses pursuant to paragraph 4 hereof.
(b) Prepaid Deployment Licensing. In lieu of paying the non-prepaid deployment license rates as described above, Licensee may pay in advance for its projected deployment licensing needs in the quantity blocks and for the prices set forth on Schedule 2, attached hereto. In order to receive the prepaid deployment pricing contained on Schedule 2, Licensee must prepay for its deployment 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 deployment 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 deployment 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 deployment licensing has not been prepaid prior to distribution or use pursuant to the procedure described above will carry a deployment 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 deployment 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 deployment licenses, Licensee will pay LEAD the applicable non-prepaid deployment license fee as set forth on Schedule 2 hereof. If Licensee has purchased prepaid deployment licenses, Licensee will report any new Deployments made during the quarter, and subtract the new Deployments from its inventory of prepaid Deployment 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 Deployment License; New Versions; Upgrades; Annual Maintenance for Deployment Licenses. A Desk Top and Concurrent Deployment License is a perpetual license and the Deployment License fee is a one-time license fee for use of the Application Software for the applicable type of Deployment. A Server Deployment License may either be a perpetual license or an annual license as shown on Schedule 2. 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 2012 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 deployment 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 Deployment, Concurrent Deployment or Server Deployment that is upgraded will require an Upgrade Deployment License. The Upgrade Deployment License price is 40% of the published price of the Deployment License for the new version of the Software for the applicable quantity of Deployment Licenses being purchased. No additional deployment licensing is required to deploy the major new version of the Software to any Server Licenses that require an annual license fee. Any prepaid deployment 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. Licensee may also purchase annual maintenance for it Deployment Licenses and by purchasing annual maintenance, Licensee may deploy new versions of the Software to Application Software duly licensed users during the maintenance period. Annual Deployment License maintenance may be purchased at the rate of 20% of the cost of the applicable Deployment License and must be purchased at the time the Deployment license is initially purchased and may be renewed annually at the same price for as long as Licensee desires to continue the Deployment License maintenance for the Application 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:
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
Deployment 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:
A. Processing Power
__ Unlimited CPU
__ Limited to __ cores
B. Use
__ Internal Use By Licensee’s Employees
__ Deployed Commercially at Licensee’s customer sites.
__ Installed Internally at Licensee’s sites but for servicing commercial customers
__ Kiosk
C. User Limitations
__ Maximum Number of Machines connected is _____.
__ Unlimited User Connections
D. Volume/Through-put Limitations
______________________________________________
E. Functionality Limitations
______________________________________________