ACCUSOFT® CORPORATION SOFTWARE LICENSE AGREEMENT FOR RASTERMASTER® SDK
(SINGLE USER INTERNAL DEVELOPMENT LICENSE/REDISTRIBUTION PROHIBITED)
IMPORTANT NOTICE TO USER: PLEASE READ THIS LICENSE AGREEMENT CAREFULLY
THIS ACCUSOFT CORPORATION (“ACCUSOFT”) SOFTWARE IS SUBJECT TO CERTAIN LICENSE TERMS. YOU MUST AGREE TO THESE LICENSE TERMS BEFORE INSTALLING, DOWNLOADING OR USING THIS SOFTWARE. PLEASE READ THESE TERMS CAREFULLY AND THEN INDICATE YOUR AGREEMENT BY CLICKING ON THE BUTTON BELOW THAT STATES “I AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.” IF YOU DO NOT AGREE TO COMPLY WITH THE TERMS OF THIS LICENSE AGREEMENT, THEN CLICK THE BUTTON BELOW THAT STATES “I DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT,” AND DO NOT CONTINUE WITH THE DOWNLOAD, INSTALLATION, OR USE OF THIS SOFTWARE, AND DESTROY ALL COPIES OF THE SOFTWARE AND SOFTWARE DOCUMENTATION IN YOUR POSSESSION OR CONTROL.
IF YOUR EMPLOYER OR ANOTHER THIRD PARTY HAS PURCHASED THE LICENSE TO THIS SOFTWARE AND YOU HAVE BEEN ASKED TO DOWNLOAD, INSTALL, OR USE THIS SOFTWARE ON THEIR BEHALF, YOU MUST CONFIRM THEIR AGREEMENT TO THE LICENSE TERMS BELOW BEFORE ACCEPTING THE TERMS OF THE LICENSE AGREEMENT AND CONTINUING WITH YOUR DOWNLOAD, INSTALLATION, OR USE OF THE SOFTWARE. IN THAT CASE, THE TERM “YOU” SHALL REFER TO BOTH YOU AND YOUR EMPLOYER. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED, FOR EXAMPLE (IF APPLICABLE), YOUR EMPLOYER.
ACCUSOFT IS WILLING TO LICENSE THIS SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT (THE “AGREEMENT”). PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING AND INSTALLING THE SOFTWARE. YOUR DECISION TO CONTINUE TO DOWNLOAD AND INSTALL THE SOFTWARE WILL INDICATE YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN ACCUSOFT IS UNWILLING TO LICENSE THE SOFTWARE TO YOU.
IF YOU ARE NOT THE ACTUAL PURCHASER OF THE LICENSE (THE LICENSEHOLDER, OR “LICENSEE”), YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON BEHALF OF THE LICENSEE. THE TERM “YOU” AS USED IN THIS AGREEMENT, SHALL REFER TO YOU AND THE LICENSEE (IF APPLICABLE), INDIVIDUALLY AND COLLECTIVELY.
THE TERMS OF THIS LICENSE AGREEMENT GOVERN YOUR POSSESSION AND USE OF THE SOFTWARE. THEY SUPERSEDE AND TAKE PRECEDENCE OVER ANY TERMS CONTAINED IN ANY PURCHASE ORDER OR OTHER DOCUMENT WHICH YOU MAY SUBMIT OR MAY HAVE SUBMITTED IN CONNECTION WITH YOUR PURCHASE OF THE SOFTWARE LICENSE AND WHICH MIGHT PURPORT TO GOVERN YOUR ACCESS TO AND POSSESSION AND USE OF THE SOFTWARE.
1. OWNERSHIP OF SOFTWARE
1.1 YOU ARE BEING PROVIDED ACCESS TO THE SOFTWARE UNDER A LICENSE ONLY. Accusoft and its suppliers own the Software and all intellectual property rights embodied therein, including trade secrets embodied in the Software’s design, code, and organization, and intellectual property rights in the Software when embedded in a Named Application as defined herein shall remain solely and exclusively owned by Accusoft and its suppliers. Accusoft’s and its suppliers’ ownership of the Software is protected by law, including international copyright laws and treaty provisions.
1.2 “Library”, as used in this Agreement, means Accusoft’s proprietary collections of precompiled routines or modules which you may, subject to this license, incorporate within your Named Application.
1.3 “Named Application” means your business project name or the actual title of your specific application, software program, or information technology system within which or to which you embed, attach, or otherwise incorporate or enable one or more Libraries.
1.4 “RasterMaster® SDK” means Accusoft’s proprietary software developer toolkit (SDK) which contains the Library, Link module, other programs, development tools, sample code, technical notes, and other supporting documentation, and which allows a developer to create software-based applications for manipulating, processing, displaying and compressing images and documents.
1.5 “Software,” as used in this Agreement, and subject to the terms of this paragraph, means the Software to which access is being provided to you by Accusoft, and includes user documentation in the form of electronic manuals and release notes and any new or updated releases, including any enhancements, extensions, or other modifications to the Software that you may receive from Accusoft pursuant to a separate agreement for software maintenance, and provided to you by Accusoft in connection with your licensed use of the Software. The term, “Software,” excludes any open source software components bundled with certain optional components and further described below.
1.6 Except as expressly stated herein, this license Agreement does not grant you any intellectual property rights in or to the Software, and all rights other than the license rights expressly granted are reserved by and to Accusoft and its suppliers.
1.7 Open source components are included in the following Accusoft Software products/options:
VirtualViewer® Java Content Server
VirtualViewer® HTML5 Client
Accusoft PDF option (for RasterMaster® Java, VirtualViewer® JCS, VirtualViewer® HTML5 Java)
Office 2007/2010 option (for RasterMaster® Java, VirtualViewer® JCS, VirtualViewer® HTML5 Java)
Such components are subject to separate open source software licenses and are not subject to Accusoft’s software licenses for its proprietary software. These open source components are and remain the sole and exclusive property of their authors/creators and are provided to you and governed by the separate and independent software licenses from their authors/creators and set forth in a file provided to you with the Software. Nothing in this Agreement shall restrict, limit, or otherwise affect any rights or obligations you may have under the license terms of the open source components. To be clear, such open source components are provided to you by Accusoft on an “as is” basis, without warranty or representation of any kind, and Accusoft shall have no liability to you or any third party with respect to your downloading, installing, or use of the open source components.
2. LICENSE GRANT
2.1 Subject to the terms of this Agreement and provided that you have paid in full for your license to the Software and always remain in compliance with all of the terms of this Agreement, you are hereby granted a perpetual, non-exclusive, non-transferable, non-assignable license to install the Software on a single computing machine and to use the Software in accordance with the provisions of this Agreement to develop one or more one or more Named Applications as defined hereinabove. All Intellectual Property rights pertaining to the Software embedded in a Named Application shall remain solely and exclusively owned by Accusoft and its suppliers.
2.2 The Software is licensed on a “Named User” basis for a single developer. This means that if you received the software license as an individual, you are considered the Technical Contact who is the Named User and are the only person who can use the Software, and that the Software must be installed on a single workstation to develop a Named Application. If you are an entity, then the Software may be installed on that number of computers and used by that number of designated employees or consultants (each a “Named User”) equal to the number of Named User licenses indicated on this License and/or on the Accusoft invoice for your Software license. You may not change the Named User (Technical Contact) without written notice to Accusoft.
2.3 The Software may include various applications, utilities, and components, may support multiple platforms and languages, and may be provided to you as an electronic transmission or on a physical medium commonly used for software exchange. Nonetheless, the Software is designed and provided to you as a single product for use on your computer to be used as such on your computer as permitted by this Agreement.
2.4 Your rights to use a specific version of the Software shall expire and be automatically replaced if you install and use any subsequent version of the same Software that you may receive under a separate agreement (or schedule) for software maintenance.
3. RESTRICTIONS ON USE/DISCLOSURE
3.1 You may not copy the Software except (a) in connection with your licensed rights to use the same, and (b) for one copy which you make for archival/disaster-recovery purposes only.
3.2 You may not transfer your license to another user without Accusoft’s express written consent. Such consent shall not be unreasonably withheld, but you must not use it to circumvent the intent of the Named User licensing requirement to limit access and use of the Software to a single person for each Named User license you are granted. Any such authorized copies shall retain all copyright and other proprietary legends where and as set forth in the original. If you receive the first copy of the Software electronically and a second copy on physical media, you may use the second copy for archival purposes only and may not transfer the Software to or allow it to be used by any other person or legal entity.
3.3 For avoidance of doubt, this Agreement does not authorize you to distribute all or any part of the Software to any other person or entity whether as a standalone license or as integrated into an application whether or not it is a Named Application. If you wish to distribute a Named Application either within your organization (if you are an entity) or to third parties, you may do so only under a separate, written distribution license agreement with Accusoft.
3.4 Furthermore, YOUR LICENSE TO THE SOFTWARE DOES NOT AUTHORIZE YOU TO, AND YOU MAY NOT AUTHORIZE A THIRD PARTY TO:
a) use the Software on behalf of any third party, including, without limitation, time-sharing, software-as-a-service (SAAS), service bureau, lease, or other basis;
b) modify, translate, or create derivative works based on the Software;
c) reverse engineer, decompile, or disassemble the Software, or otherwise attempt to determine the source code, logic, sequencing, or internal algorithms of the Software;
d) unbundle or repackage the Software or any of its components for use on different computers, distribution, transfer, or resale except as may be expressly permitted herein;
e) merge, incorporate, or include the Software (or any portion thereof) with another product except to the extent authorized above with respect to Named Applications;
f) copy the Software, except as expressly provided herein;
g) remove, deface or obscure any copyright or other proprietary legends on the Software;
h) transfer, assign the Software license (except as expressly provided herein), distribute, or provide access to the Software (or any portion thereof) to any other person or entity without Accusoft’s express written consent. Such consent shall not be unreasonably withheld, but you must not use such consent to circumvent the intent of the Named User licensing requirement to limit access and use of the Software to a single person for each Named User license you are granted; or
i) develop, integrate, market, or resell applications or environments or otherwise make the Software’s capabilities available to products, other than the Named Application, that are competitive with the Software. This would include, for example, imaging products, functions, modules, or APIs that are intended for use by product/application developers, and also including applications that might perform as general-purpose operating systems, general-purpose compilers, or general-purpose plug-ins.
3.5 You will take reasonable actions to restrict and control all use of the Software and to enforce all restrictions of use set forth in this Agreement.
3.6 Video Technologies Distribution. Software may contain video compression/decompression technologies such as H.265 that are covered by third-party patents. If so, Accusoft has obtained patent licenses covering Accusoft’s distribution of Software. However Accusoft’s licenses do not extend to your Named Application. You are responsible for obtaining any required third-party patent licenses for distribution of your Named Application containing any portions of Software that include these technologies. You will indemnify and hold Accusoft harmless from any and all patent claims that arise from distribution of your Named Application containing any portions of Software that include these technologies.
4. TRADEMARKS; PUBLICITY
4.1 Accusoft Trademarks. All trademarks are trademarks or registered trademarks of Accusoft or its suppliers and you may not use the trademarks for any purpose or in any way without the trademark holder’s written permission. Accusoft trademarks associated with the Software include Accusoft®, RasterMaster®, Snowbound®, and Snowbound Software®. Accusoft’s imaging technology is copyrighted 1991-2023.
4.2 Trademarks of Third Party Suppliers. The following trademarks are for software licensed to Accusoft by the third-party suppliers named in parentheses: DWGdirect™ and OpenDWG® (Open Design Alliance); i-net JWebEngine©, i-Net Software GmbH; Java® (Oracle Corporation); and Kakadu for JPEG2000© (Dr. David Taubman with certain rights belonging to NewSouth Innovations, Pty. Ltd, Australia). Trademark and copyright notices for third party components are set forth in the Software. If applicable, the open source software code for open source components shall be provided at no cost to you upon your written request to Accusoft for the applicable code, and whenever technically feasible, you shall provide with your Named Application by similar means as Accusoft provides to you the following: (i) copyright recognition and (ii) the text of the open source licenses.
4.3 Accusoft may identify your company as a licensee in its marketing and promotional materials and activities.
5. SOFTWARE MAINTENANCE AND TECHNICAL SUPPORT
Software maintenance and technical support for the Software are not included in this license but may be obtained via a separate agreement (or schedule) at additional cost.
6. PAYMENT TERMS
Invoices are due and payable upon receipt and before product delivery. Should terms be agreed upon,late payments shall be subject to a service charge equal to 1 ½% per month of the amount due or the maximum amount allowed by law, whichever is less. License fees are non-refundable except as expressly provided herein. License and service fees are stated in U.S. dollars, exclusive of all applicable taxes, duties, or other governmental assessments. Licensee shall be liable for the payment of all such assessments (other than taxes based on Accusoft’s income) and shall pay directly or reimburse Accusoft for any penalties which may be imposed on Accusoft by the applicable governmental entity as a result of Licensee’s failure to timely pay such assessments.
7. COMPLIANCE WITH LAWS; EXPORT CONTROL
You agree that you will not download, upload, or otherwise export or re-export the Software or any portion thereof outside of the country into which delivery was made, as indicated on the applicable purchase order for the software license, or in violation of any applicable laws or regulations, including, without limitation, the export control laws of the United States Export Administration Act or any other export laws, restrictions, or regulations (collectively the “Export Laws”). In addition, if the Software is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen of, or located within, an embargoed or otherwise restricted nation (including without limitation Iran, Syria, Sudan, Cuba, and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software.
8.1 You acknowledge and agree that this Agreement (including your license to access, possess, and use the Software) shall terminate immediately and automatically in the event that (a) you cease paying your debts as they become due, (b) enter into bankruptcy, insolvency, receivership or similar proceedings, or (c) you breach any term(s) of this Agreement, and (i) such breach is not by its nature curable, or (ii) you do not cure such breach within thirty (30) business days following your becoming aware of the same unless you and Accusoft are engaged in a good faith business discussions to cure the apparent breach and ultimately resolve it to Accusoft’s reasonable satisfaction.
8.2 You may also elect to terminate this Agreement unilaterally at any time provided written notice is provided to Accusoft within thirty (30) business days of such event.
8.3 In the event of any termination of this Agreement for any reason, you hereby agree to promptly destroy any and all copies of the Software then in your possession or control, provide written confirmation of such destruction to Accusoft, and immediately cease all new manufacture of your Named Applications of which the Software is a component.
9. NO WARRANTY
9.1 You acknowledge that you have had the opportunity to test and evaluate the Software and that you hereby assume all risk and liability with respect to your decision to accept the license and use the Software. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, AND THAT, ACCUSOFT AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE SOFTWARE, INCLUDING, WTHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE WHICH MAY BE IMPLIED THROUGH COURSE OF DEALING OR CUSTOM OF TRADE. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND THAT ACCUSOFT DOES NOT WARRANT THAT YOUR OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
9.2 If implied warranties may not be disclaimed under applicable law, then SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION TO ninety (90) days FROM THE PURCHASE DATE of the Software license. Some states do not allow limitations on how long an implied warranty may last, so the above limitations may not apply to you.
10. LIMITATION ON LIABILITY
10.1 IN NO EVENT AND UNDER NO THEORY OF LAW, EQUITY, TORT, CONTRACT, OR OTHERWISE, SHALL ACCUSOFT OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA OR REVENUES, BUSINESS INTERRUPTION, OR COSTS OF COVER, LOSS OF GOOD WILL, OR SYSTEM DAMAGE, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT, EVEN IF ACCUSOFT OR ITS SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (2) DAMAGES OF ANY KIND IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE SOFTWARE LICENSE ASSOCIATED WITH SUCH DAMAGES.
10.2 THE SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ON-LINE CONTROL EQUIPMENT OR SOFTWARE APPLICATIONS IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING SUCH AS, BUT NOT LIMITED TO, IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, OR AIR TRAFFIC CONTROL, OR WEAPONS SYSTEMS, OR DIRECT LIFE SUPPORT MACHINES, IN WHICH THE FAILURE OR INACCURACY OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK ACTIVITIES”). ACCUSOFT AND ITS SUPPLIER(S) SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.
10.3 You agree that this Agreement fairly allocates the risks between you and Accusoft, and that the terms of this Agreement, including the license fees to be paid for the Software, reflect the limited warranties, limitations of liability, and allocation of risk assumed by each party hereunder.
11. US GOVERNMENT RESTRICTED RIGHTS
The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth under subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause of DFARS 252.227 – 19 or subparagraphs (c)(i) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227 – 19 as applicable. The Manufacturer is Accusoft Corporation, 4001 N. Riverside Drive, Tampa, FL 33603, USA.
12. GENERAL; GOVERNING LAW; DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflicts of law provisions. You hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Florida and waive all objections to such venue, including the objection of forum non conveniens. You and Accusoft voluntarily and expressly agree that the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to and are expressly excluded from any interpretation of this Agreement. In any matter brought to enforce this Agreement, the prevailing party may recover from the other its costs and reasonable attorney’s fees incurred, it being understood and agreed that prior to initiating any action, the parties will try to resolve any disputes through good faith discussions at the appropriate level.
Delivery of the Software and Documentation shall be via electronic download.
14. ENTIRE AGREEMENT; CONSTRUCTION
14.1 This Agreement constitutes the entire understanding between Accusoft and you with respect to your access to, possession of, and use of the Software and supersedes any prior communications, representations, and agreements with respect to the same.
14.2 This Agreement may be modified only by a written agreement signed by you and Accusoft. No terms in any purchase order or other document delivered by you shall be deemed to amend the terms of this Agreement and any such additional or inconsistent terms shall be deemed unacceptable to and rejected by Accusoft.
14.3 If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable consistent with its original intent and economic effect; if such reformation is not possible, then the term shall be deemed severed. In either event, the other terms in this Agreement shall remain in full force and effect.
14.4 The word “including” shall be construed non-exclusively, to mean “including but not limited to.”
14.5 No waiver of a term or condition in this Agreement shall be effective unless in writing and signed by the waiving party; any such waiver shall be limited to the scope and terms of such written instrument.
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