LEADTOOLS License Agreement
PRINTED BELOW IN ITS ENTIRETY IS THE LICENSE AGREEMENT GOVERNING YOUR USE OF THE SOFTWARE. PLEASE READ THE LICENSE AGREEMENT.
IMPORTANT
LEAD TECHNOLOGIES, INC. IS WILLING TO LICENSE THE ENCLOSED SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THE LICENSE AGREEMENT PRINTED BELOW. PLEASE READ THE TERMS CAREFULLY BEFORE OPENING THE PACKAGE CONTAINING THE DISKETTE(S)/CD-R(S) OR CLICKING THE ACCEPT BUTTON DURING INSTALLATION, AS SUCH CONDUCT INDICATES YOUR ACCEPTANCE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS, LEAD TECHNOLOGIES, INC. IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH CASE YOU MUST IMMEDIATELY RETURN THE PACKAGE AND ALL ACCOMPANYING MATERIAL TO LEAD TECHNOLOGIES, INC. OR YOUR AUTHORIZED DEALER FOR A FULL REFUND. IF THE SOFTWARE YOU HAVE DOWNLOADED IS OFFERED AS “DOWNLOAD ONLY”, YOU HAVE BEEN REQUIRED TO ACCEPT THIS LICENSE AGREEMENT PRIOR TO DOWNLOADING THE SOFTWARE. LEAD DOES NOT PROVIDE REFUNDS FOR SOFTWARE OFFERED AS “DOWNLOAD ONLY”.
This License Agreement (“Agreement”) is a legal agreement between LEAD Technologies, Inc. (“LEAD”), a North Carolina corporation, principally located in Charlotte, North Carolina, and you, the user (“Licensee”), and is effective the date Licensee opens the package containing the diskette(s)/CD-R(s) or otherwise uses the enclosed software product.
This Agreement covers all materials associated with LEAD’s LEADTOOLS developer’s toolkit products, including, without limitation, LEADTOOLS Raster Imaging, LEADTOOLS Raster Imaging Pro, LEADTOOLS Raster Imaging Pro for .NET, LEADTOOLS Multimedia, LEADTOOLS Vector Imaging Pro, LEADTOOLS Document Imaging, LEADTOOLS Document Imaging Suite, LEADTOOLS Medical Imaging, LEADTOOLS Medical Imaging Suite, LEADTOOLS Mobile Imaging, LEADTOOLS eMail, LEADTOOLS Barcode Modules, LEADTOOLS OCR Module, LEADTOOLS OMR Module, LEADTOOLS ICR Module, LEADTOOLS DVD Module, LEADTOOLS Video Streaming Module, LEADTOOLS MPEG-2 Transport Stream Module, LEADTOOLS PDF Plug Ins, LEADTOOLS PDF OCR Plug In, LEADTOOLS eMail Module, LEADTOOLS JPEG2000 Plug In, LEADTOOLS CMW Plug In, LEADTOOLS Advanced PDF Compressor Plug In, LEADTOOLS ABIC Plug Ins, LEADTOOLS JBIG2 Plug In, LEADTOOLS Advanced Bitonal Compression Plug In, and including the enclosed software product (“Software”).
1. GRANT OF DEVELOPMENT LICENSE
LEAD grants Licensee a non-exclusive, non-transferable, worldwide license for one (1) programmer to install the Software on a single personal computer and use the Software and one copy of the associated user documentation contained in the accompanying user manual, “online” help and Acrobat files (“Documentation”) in the development of one (1) end user application as contemplated in section 2 below (herein, the “Application Software”). If additional programming seats are needed, Licensee should contact LEAD for discounted license pricing. The license granted hereunder applies only to the designated version of the enclosed Software. If the Software is an upgrade or cross grade, it, and the product that was upgraded/cross graded constitute a single copy of the Software for purposes hereof and the new version and product that was upgraded/cross graded cannot be used by two people at the same time.
2. SINGLE END USER APPLICATION
The Application Software developed by Licensee must be an “end user application.” An “end user application” is a specific application program that is licensed to a person or firm for business or personal use and not with a view toward redistributing the application or any part of the application, and may be either an application that is used by Licensee internally, or an application that is commercially distributed to end users for their use. A user of an end user application may not modify or redistribute the application and may not copy it (other than for archival purposes). Licensee’s license agreement covering the Application Software must contain restrictions prohibiting redistribution, modification and copying of the Application Software. Only one (1) end user application may be developed under this license. If Licensee wishes to develop more than one application, it must license an additional copy of Software for each additional application developed. If additional application licenses are needed, Licensee should contact LEAD for discounted license pricing. For purposes hereof, upgrades and updates to Licensee’s end user application are not considered additional end user applications requiring additional licensing. The license rights hereunder do not apply to development and deployment of software products or services such as “web services”, ActiveX controls, browser plug-ins, web browsers, authoring tools, development toolkits, compilers, operating systems or any other software not falling within the definition of an end user application. If Licensee wishes to develop a product outside the scope of this license, Licensee should contact LEAD’s OEM sales department to see if a special license is available.
3. GRANT OF DUPLICATION AND DISTRIBUTION LICENSE
The Software includes certain runtime libraries and files intended for duplication and distribution by Licensee within the Application Software to the user of Application Software (“Redistributables”). The Redistributable components of the Software are those files specifically designated as being distributable in the “Files to be Included with Your Application” section of the Online Help file, the terms of which are hereby incorporated herein by reference. Licensee should refer to the Documentation and specifically the “Online Help” file for additional information regarding the Redistributables. Under LEAD’s copyright, and subject to all the restrictions and conditions set forth in this Agreement and the Documentation, LEAD hereby grants Licensee (and only Licensee) a non-exclusive, non-transferable, worldwide license to reproduce exact copies of the Redistributables and include such files in the Application Software, and to deploy the Application Software internally and/or distribute the Application Software, directly or through customary distribution channels, to end users on a royalty free basis. (The foregoing sentence does not apply if Licensee has licensed LEADTOOLS Document Imaging, LEADTOOLS Document Imaging Suite, LEADTOOLS Medical Imaging, LEADTOOLS Medical Imaging Suite, LEADTOOLS CMW Plug In, LEADTOOLS OCR Module, LEADTOOLS OMR Module, LEADTOOLS ICR Module, LEADTOOLS DVD Module, LEADTOOLS Video Streaming Module, LEADTOOLS MPEG-2 Transport Stream Module, LEADTOOLS PDF Plug Ins, LEADTOOLS PDF OCR Plug In, LEADTOOLS Advanced PDF Compressor Plug In, LEADTOOLS ABIC Plug Ins, LEADTOOLS JBIG2 Plug In, LEADTOOLS Advanced Bitonal Compression Plug In, LEADTOOLS Mobile Imaging Advanced Features or LEADTOOLS Barcode Module. These products require additional run time licensing based on use/distribution of the Application Software: see Section 4, “Duplication and Distribution of Royalty Bearing Versions ” below.) If Licensee wishes to use an OEM who will modify the Application Software and copy it, Licensee must first obtain an OEM distribution license from LEAD or must require the OEM to obtain a license from LEAD. Duplication or Redistribution of the Application Software, or any portion thereof, by the users of the Application Software, without a separate written redistribution license from LEAD, is prohibited. If the enclosed Software has certain modules or components that are marked as “for evaluation”, no right to copy and/or distribute the such modules or components is granted. No rights to copy or redistribute the Application Software are granted until such time as Licensee has properly registered the Software with LEAD and otherwise complied with this Agreement.
4. DUPLICATION AND DISTRIBUTION OF ROYALTY BEARING VERSIONS
If the enclosed Software is LEADTOOLS Document Imaging, LEADTOOLS Document Imaging Suite, LEADTOOLS Medical Imaging, LEADTOOLS Medical Imaging Suite, LEADTOOLS Barcode Modules, LEADTOOLS OCR Module, LEADTOOLS OMR Module, LEADTOOLS ICR Module, LEADTOOLS DVD Module, LEADTOOLS Video Streaming Module, LEADTOOLS MPEG-2 Transport Stream Module, LEADTOOLS CMW Plug In, LEADTOOLS PDF Plug Ins, LEADTOOLS Advanced PDF Compressor Plug In, LEADTOOLS ABIC Plug Ins, LEADTOOLS JBIG2 Plug In, LEADTOOLS Advanced Bitonal Compression Plug In, LEADTOOLS Mobile Imaging Advanced Features or LEADTOOLS PDF OCR Plug In (collectively “Royalty Bearing Versions”) Licensee is required to enter into a separate duplication and distribution license prior to deployment of the Application Software. No duplication or distribution rights are granted hereunder with respect to the Royalty Bearing Versions.
5. OTHER RESTRICTIONS
The licenses granted under this Agreement are expressly conditioned upon Licensee’s compliance with all the terms and conditions of this Agreement. Licensee may not use, copy, rent, lease, sell, sublicense, assign or otherwise transfer the Software except as expressly provided for in this Agreement. Licensee may make a reasonable number of archival copies of the Software. Except for the Redistributables, Licensee shall not distribute any files contained in the Software, including without limitation, .LIB, .H, .MAK, .DEF, .TXT, .PDF or .HLP files. Licensee shall not reproduce, copy or transfer any Documentation, except Licensee may use the sample source code examples contained in the Documentation for the purpose of developing the Application Software. Upon LEAD’s request, Licensee agrees to send LEAD one demonstration copy of the Application Software. If the Software is LEADTOOLS Raster Imaging, the Application Software may only access the .DLL file(s) indirectly through the ActiveX, COM or VCL controls, as the case may be. Licensee may only directly access the .DLL file(s) if Licensee has a license in good standing for a LEADTOOLS product with an API such as LEADTOOLS Raster Imaging Pro and LEADTOOLS Vector Imaging Pro. Any distributor or reseller of Application Software appointed by Licensee must be subject to a binding agreement that includes provisions no less protective of LEAD’s intellectual property rights in the Software as it is protective of Licensee’s rights in its own software. Licensee acknowledges that the Software, in source code form, remains a confidential trade secret of LEAD and/or its suppliers and therefore Licensee agrees that it shall not modify, decompile, disassemble or reverse engineer the Software or attempt to do so except as permitted by applicable legislation. Licensee agrees to refrain from disclosing the Software (and to take reasonable measures with its employees to ensure they do not disclose the Software) to any person, firm or entity except as expressly permitted herein. Specifically, Licensee will not disclose or publish any unlock codes or instruction sets provided by LEAD relating to the Software. Licensee may not use the Software to develop an application that directly or indirectly utilizes LEAD’s Redistributables existing in another application that has been developed by Licensee or some third party. If Licensee wishes to use the Software in a manner prohibited by this Agreement, Licensee should contact LEAD’s OEM department to determine whether a special license may be obtained.
6. PROPRIETARY RIGHTS; COPYRIGHT NOTICES
Except for the limited license granted herein, LEAD, and its suppliers, retains exclusive ownership of all proprietary rights (including all ownership rights, title, and interest) in and to the Software. Licensee agrees not to represent that LEAD is affiliated with or approves of Licensee’s Application Software in any way. Except as required hereby, Licensee shall not use LEAD’s name, trademarks, or any LEAD designation in association with Licensee’s Application Software. The Application Software must contain the following copyright and patent notices in the “About box”: “Portions of this product were created using LEADTOOLS ©1991-2006, LEAD Technologies, Inc. ALL RIGHTS RESERVED. Portions of this product are licensed under US patent 5,327,254 and foreign counterparts.” If Licensee is using the LEADTOOLS Document Imaging Suite, the Application Software will also contain the following copyright notice in the “About Box”: “Portions hereof include TextBridge® OCR Copyright © Scansoft, Inc. ALL RIGHTS RESERVED.” If Licensee is using LEADTOOLS PDF Plug In, the Application Software will contain the following copyright notice in the “About Box”: “Portions Copyright (C) 1996, 2000 Artifex Software Inc. All rights reserved.”
7. EXPORT LAW
Licensee acknowledges and agrees that the Software and Application Software may be subject to restrictions and controls imposed by the United States Export Administration Act, as amended (the “ACT”), and the regulations thereunder. Licensee agrees and certifies that neither the Software nor any direct product thereof (e.g. the Application Software) is being or will be acquired, shipped, transferred or reexported, directly or indirectly, into any country prohibited by the ACT and the regulations thereunder or will be used for any purpose prohibited by the same. Licensee acknowledges that the Software may include “technical data” subject to export and re-export restrictions imposed by U.S. law. Licensee bears all responsibility for export law compliance and will indemnify LEAD against all claims based on Licensee’s exporting of the Application Software.
8. U.S. GOVERNMENT
RESTRICTED RIGHTS LEGEND
Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and FAR 52.227-19, as applicable. Manufacturer/Contractor is LEAD Technologies, Inc., 1201 Greenwood Cliff, Suite 400, Charlotte, NC 28204.
9. TERM
The license granted hereby is effective until terminated. Licensee may terminate the license by returning the Software and Documentation to LEAD, without refund, and destroying all copies thereof in any form. LEAD may terminate the licenses if Licensee fails to comply with any term or condition of this Agreement or any corresponding duplication and distribution agreement for the royalty bearing products. Upon such termination, Licensee shall cease using the Software and cease using or distributing the Application Software containing the Redistributables. All restrictions prohibiting Licensee’s use of the Software and intellectual property provisions relating to Software running to the benefit of LEAD will survive termination of the license pursuant hereto. Termination will not affect properly granted end user licenses of the Application Software distributed by Licensee prior to termination.
10. EXCLUSION OF WARRANTIES
LICENSEE HAS HAD FULL OPPORTUNITY TO EVALUATE AND TEST THE SOFTWARE TO DETERMINE IF IT MEETS LICENSEE’S REQUIREMENTS. ACCORDINGLY, SOFTWARE IS PROVIDED “AS IS AND LEAD MAKES NO PERFORMANCE WARRANTY OR OTHER WARRANTY OF ANY KIND, WHATSOEVER, AND LICENSEE ACKNOWLEDGES THAT NO REPRESENTATIONS OF ANY KIND HAVE BEEN MADE CONCERNING THE SOFTWARE ON WHICH LICENSEE IS RELYING IN ENTERING INTO THIS AGREEMENT AND LICENSING THE SOFTWARE.
ALL WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED FROM THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. NOT ALL JURISDICTIONS ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, AND THUS THE FOREGOING LIMITATION MAY NOT APPLY TO LICENSEE.
11. INDEMNIFICATION
In the event that a claim is filed in a court of competent jurisdiction alleging that the Software used within the scope of the license granted hereunder directly infringes any copyright or trade secret of any third party (“Infringement Action”), LEAD shall indemnify, defend and hold Licensee harmless from and against such Infringement Action and any and all costs, damages, penalties and expenses, including reasonable attorneys’ fees, finally resulting from or awarded in actions attributable to such claim, provided that (a) Licensee promptly notifies LEAD in writing of the existence of such Infringement Action when Licensee becomes aware of such Infringement Action, (b) LEAD has control of the defense of such Infringement Action and all related settlement negotiations, and (c) Licensee provides all reasonable assistance and cooperation in such defense. In the event of an infringement claim for which LEAD is obligated to indemnify Licensee, LEAD may, at its sole discretion, (i) obtain a license that allows Licensee to continue using the Software, or (ii) replace or modify the Software so as to be non-infringing in a manner that does not materially affect its functionality. The foregoing represents LEAD’s sole responsibility to Licensee in the event of a third party infringement claim of any kind, and it is agreed that LEAD will have no responsibility or liability whatsoever in connection with any third party patent claims.
Licensee is fully responsible for the marketing, sale, support, installation, and distribution of the Application Software to Licensee’s customers. Licensee will indemnify and hold LEAD harmless from and against all liability, loss, cost, damage or expense, including reasonable attorneys fees, arising from Licensee’s distribution of the Application Software, including any claims made by Licensee’s customers or other third parties.
12. LICENSEE’S REMEDIES: LIMITATIONS
IN NO EVENT SHALL LEAD BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SOFTWARE, REGARDLESS OF WHETHER LEAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LEAD’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED AMOUNTS PAID TO LEAD BY LICENSEE UNDER THE TERMS OF THIS AGREEMENT. LICENSEE UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. NOT ALL JURISDICTIONS ALLOW LIMITATIONS OF LIABILITY, AND THUS THE FOREGOING LIMITATION MAY NOT APPLY TO LICENSEE.
13. WINDOWS MEDIA FORMAT.
LEADTOOLS Multimedia includes demo software for supporting Microsoft Corporation’s “Windows Media Format” (“WMF”). Licensee may not copy or distribute the WMF demo software. If Licensee requires support for WMF in its Application Software, Licensee will be required to obtain a license key directly from Microsoft Corporation.
14. GENERAL
This Agreement shall be interpreted, construed, and enforced according to the laws of the State of North Carolina. In the event of any action under this Agreement, the parties agree that federal and state courts located in Charlotte, North Carolina will have exclusive jurisdiction and that a suit may only be brought in Charlotte, North Carolina and Licensee submits itself for the jurisdiction and venue of the state and federal courts located in Charlotte, North Carolina. This Agreement constitutes the entire agreement and understanding of the parties and may be modified only in writing signed by both parties. No officer, salesman, or agent has any authority to obligate LEAD by any terms, stipulations or conditions not expressed in the Agreement. All previous representations and agreements, if any, either verbal or written, referring to the subject matter of this Agreement are void. If any portion of this Agreement is determined to be legally invalid or unenforceable, such portion will be severed from this Agreement and the remainder of the Agreement will continue to be fully enforceable and valid. This Agreement, and the rights hereunder, may not be assigned by Licensee, whether by oral or written assignment, sale of assets, merger, consolidation or otherwise, without the express written consent of LEAD. Licensee agrees to be responsible for any and all losses or damages arising out of or incurred in connection with the Application Software. Licensee agrees to defend, indemnify and hold LEAD harmless from any such loss or damage, including attorney’s fees, arising from the use, operation or performance of the Application Software or Licensee’s breach of any terms of this Agreement. Licensee shall be responsible for paying all state and federal use, sales or value added taxes, duties or governmental charges, whether presently in force or which come into force in the future, related to the distribution and sale of the Application Software and will indemnify LEAD against any claim made against LEAD relating to any such taxes or assessments. Portions of the Software are protected by copyright and other proprietary rights of third party software vendors, who shall be deemed to be intended third party beneficiaries of this Agreement. Licensee may be held directly responsible by third party vendors for acts relating to the Software which are not authorized by this Agreement.
Copyright © 1991-2006 LEAD Technologies, Inc., 1201 Greenwood Cliff, Suite 400, Charlotte, NC 28204 ALL RIGHTS RESERVED. LEAD, LEADTOOLS and LEADVIEW are registered trademarks of LEAD Technologies, Inc. All other product names are trademarks of their respective owners.