Software License Agreement
THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL CONTRACT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND LEAD TECHNOLOGIES, INC. (“LEAD”). BY INSTALLING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, REMOVE THE PRODUCT FROM YOUR HARD DRIVE AND PERMANENTLY ERASE ALL COPIES OF THE PRODUCT. IF THE SOFTWARE HAS BEEN DELIVERED TO YOU ON PHYSICAL MEDIA, SUCH AS A DVD OR THUMB DRIVE, YOU MUST PROMPTLY RETURN THE SOFTWARE WITH PROOF OF PURCHASE TO THE PLACE WHERE IT WAS PURCHASED FOR A FULL REFUND OF THE AMOUNT PAID. 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”.
Part 1 below applies to you if you have licensed LEADTOOLS ePrint – End User Edition. Part 2 below applies to you if you have licensed LEADTOOLS ePrint Terminal Server Edition. Part 3 applies to you in all three cases.
PART 1 – END USER EDITION
GRANT OF LICENSE. This License Agreement permits you to use one copy of the accompanying LEAD software program known as LEADTOOLS ePrint Professional, in machine readable binary object code form, (the “Software”), which may include electronic documentation, on a single computer/workstation. The Software is “in use” on a computer when it is loaded into the temporary memory (i.e., RAM or Cache) or installed into a permanent memory (e.g., hard disk, CD-ROM drive or other storage device) of that computer. This License does not constitute a sale and does not authorize a sale of the Software or anything created thereby. All intellectual property rights (including copyright, trademark and patent) in the Software are owned by LEAD and its suppliers and licensors, and are protected by the United States laws and international treaty provisions. LEAD and its suppliers and licensors retain all rights not expressly granted herein. You must treat the Software like any other copyrighted material, except that you may make one copy of the Software solely for backup or archival purposes. You may transfer your rights under this Agreement on a permanent basis provided you transfer the license granted by this Agreement, and the Software and all associated printed materials, and you retain no copies, and the recipient agrees to all of the terms of this Agreement.
- You may not use the Software on or over a network or any other transfer device (including the Internet). Use of the Software on more than one computer constitutes copyright infringement and may be punishable by civil fines, criminal penalties, or both.
- You may not rent or lease the Software.
- You may not translate, reverse engineer, decompile or disassemble the Software, except to the extent expressly permitted by applicable law.
- You may not remove any proprietary notices or labels in the Software.
- You may not copy the printed materials accompanying the Software or distribute printed copies of any user documentation provided in electronic format.
- You may not publicly perform or publicly display the Software.
In the event you fail to comply with any of the terms or conditions of this license, your rights to use the Software will end, you shall stop using the Software, remove the Software from your computer and permanently erase all copies of the Software. You may terminate this License at any time by destroying the Software and all copies thereof. You may not export or re-export the Software or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations.
PART 2 – TERMINAL SERVER EDITION
GRANT OF LICENSE. This License Agreement covers LEAD’s software product known as LEADTOOLS ePrint Professional Terminal Server Edition, in machine readable binary object code form, and the applicable user manual comprised of an on line help file (herein, the “Software”). The Software consists of a type of software generally known as “Server Software”, that provides services on a networked computer called a “Server”. LEAD grants to you the following nonexclusive and nontransferable license rights to the Software:
- (You may install one (1) copy of the Software on a single computer containing no more than four (4) core microprocessors/CPUs (the computer running the Software shall be referred to as a “Licensed Server”). If you wish to install the Software on more than one computer, an additional copy of the Software must be licensed for each additional computer. If you wish to install the Software on a computer that has more than four (4) core microprocessors/CPUs, an additional copy of the Software must be licensed for each additional set of up to four (4) core microprocessors/CPUs. (For example, a computer with twelve (12) core processors will require three (3) copies of the Software.
- When installed and set up on the Licensed Server, the Software will operate as virtual printer on which a Licensed User may convert print jobs into image, vector or document files and related tasks. A Licensed User is a user who is directly using the machine comprising the Licensed Server or is accessing the Software installed on the Licensed Server via a terminal device that is connected to the Licensed Server. If you have obtained an Unlimited Server License, the Software installed on the Licensed Server may be accessed by an unlimited number of Licensed Users, provided the Software may only be installed on the Licensed Server. If you have not obtained an Unlimited Server License, a user license must be purchased for each for each Licensed User. Licenses for ten (10) Licensed Users is included with your initial purchase. Neither the Software, nor any portion thereof, may be distributed to any of the terminal devices or other computers that are connected to a Licensed Server.
This License does not constitute a sale and does not authorize a sale of the Software. All intellectual property rights (including copyright, trademark and patent) in the Software are owned by LEAD and its suppliers and licensors, and are protected by the United States laws and international treaty provisions. LEAD and its suppliers and licensors retain all rights not expressly granted herein.
PART 3 – GENERAL TERMS AND CONDITIONS. For purposes of this Part 3, “Software” refers to LEADTOOLS ePrint Professional – end user edition and LEADTOOLS ePrint Professional Terminal Server Edition.
LIMITED WARRANTY. LEAD and its suppliers and licensors warrant to the original installer of the Software, for a period of thirty (30) days from the date of purchase, that the media on which the Software is distributed is substantially free from defects in materials and workmanship. Except as set forth above, the Software is sold “as is,” without any express or implied warranties of any kind. ANY AND ALL IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGMENT ARE EXPRESSLY DISCLAIMED.
REMEDIES. Your exclusive remedy shall be, at LEAD’s sole option, (a) the refund of the amount you paid for the Software or (b) repair or replacement of the Software, provided that the defective Software is returned to LEAD (at LEAD Technologies, Inc., 1927 South Tryon Street, Suite 200, Charlotte, NC 28203, telephone 704-332-5532) along with proof of the date of purchase within thirty (30) days from the date of purchase. This limited Warranty is void if failure of the Software has resulted from accident, abuse, neglect or misapplication. Any replacement Software will be warranted for thirty (30) days.
LIMITATION OF LIABILITIES. IN NO EVENT WILL LEAD OR ITS SUPPLIERS AND LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, COVER, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, USER DOCUMENTATION, OR RELATED TECHNICAL SUPPORT, INCLUDING, WITHOUT LIMITATION, DAMAGES OR COSTS RELATING TO THE LOSS OF PROFITS, BUSINESS, GOODWILL, DATA, TIME OR COMPUTER PROGRAMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LEAD’S AND ITS SUPPLIERS’ AND LICENSORS’ LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE REGARDLESS OF THE FORM OF THE CLAIM (INCLUDING, WITHOUT LIMITATION, ANY CONTRACT, PRODUCT LIABILITY OR TORT CLAIM). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and user documentation is provided with RESTRICTED RIGHTS AND LIMITED RIGHTS. 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 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at CFR 52.227-19, as applicable. LEAD Technologies, Inc., 1927 South Tryon Street, Suite 200, Charlotte, NC 28203.
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.
MISCELLANEOUS. No change or modification of the License will be valid unless it is in writing and is signed by LEAD. The provisions of this Agreement are severable; if any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. If the Software was acquired outside the United States, then local law may apply. Any and all disputes arising hereunder will be heard and settled exclusively in state or federal courts located in the city of Charlotte, County of Mecklenburg, North Carolina, and you hereby submit to the jurisdiction of such courts.