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READ THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT (HEREINAFTER THE "AGREEMENT") CAREFULLY. BY DOWNLOADING, INSTALLING, IMPLEMENTING OR USING THIS SOFTWARE PRODUCT, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE AS ANY WRITTEN AGREEMENT NEGOTIATED AND SIGNED BY YOU AND IDAUTOMATION.COM INCORPORATED (HEREINAFTER "IDAUTOMATION"). IF YOU ARE ACCESSING SOFTWARE ELECTRONICALLY, INDICATE YOUR ACCEPTANCE OF THESE TERMS BY SELECTING THE "ACCEPT" (OR EQUIVALENT) BUTTON. IF YOU DO NOT AGREE TO ALL OF THE TERMS, PROMPTLY RETURN THE UNUSED SOFTWARE TO YOUR PLACE OF PURCHASE FOR A REFUND OR, IF SOFTWARE IS ACCESSED ELECTRONICALLY, SELECT THE "DECLINE" (OR EQUIVALENT) BUTTON.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH HEREIN, IDAUTOMATION AND YOU HEREBY AGREE AS FOLLOWS:
DEFINITIONS:(a) "You" shall mean the individual using, implementing, downloading, or installing the underlying Software. In the event You are using, implementing, downloading, or installing the underlying Software on behalf of an Organization, all liability for a breach of this agreement shall be the responsibility of said Organization.
TERMS:1. License Grant
A. Site License - allows use of the Software for all users at a single site within a single Organization. Because of the discounts associated with this license, technical support is provided to a single technical contact at Licensee's Organization instead of to each individual user.
B. Multi Site License - allows use of the Software for an unlimited number of users at an unlimited number of sites within a single Organization. Because of the discounts associated with this license, technical support is provided to a single technical contact at Licensee's Organization instead of to each individual user. The Source Code of the application may be provided with this License by an executed Source Code Agreement.
C. Developer Licenses
Developer Licenses offer royalty free use of the Software internally (within the same Organization) and externally (outside the Organization bundled with an application) according to the Developer License Distribution Terms. This license type is licensed by the number of Developers that will be using or working with the Software. The following types of Developer Licenses are available:
(1). One Developer License
The One Developer License (“1DL”) allows royalty-free distribution and use of the Software internally (in the same Organization) and externally (outside the Organization) for a single Developer and up to 10,000 user licenses according to Effective Users, provided Licensee adheres to the Developer License Distribution Terms.
(2). Five Developer License
The Five Developer License (“5DL”) allows royalty-free distribution and use of the Software internally (in the same Organization) and externally (outside the Organization) for up to five Developers and up to 20,000 user licenses according to Effective Users, provided Licensee adheres to the Developer License Distribution Terms. This license is also granted if two 1DLs are purchased.
(3). Unlimited Developer License
The Unlimited Developer License (“UDL”) allows complete royalty-free distribution and use of the Software internally (in the same Organization) and externally (outside the Organization) for an unlimited number of developers, servers and other user licenses, provided Licensee adheres to the Developer License Distribution Terms. This license is also granted if three 1DLs are purchased. The UDL also allows the Source Code for the Software to be purchased with a signed Source Code Agreement.
(4). SaaS Developer License
The Software as a Service Developer License (“SaaS”) grants the rights of the applicable Developer License on an annual subscription basis and includes Priority Support with automatic upgrades. IDAutomation will send the Licensee an invoice by email for the renewal before the subscription expires. This License and Agreement shall terminate if IDAutomation does not receive payment for the subscription renewal ninety (90) days after the subscription expires. If the SaaS expires and is not renewed, the following conditions apply: (1) Licensee must destroy all copies of the Software in its Organization within ninety (90) days after subscription expiration; and (2) if Licensee has distributed Software with an application outside its Organization, Licensee may continue to use said Software in its application and Licensee may keep applicable documentation, provided that Licensee does not continue to distribute Software in its application, and payment for at least one SaaS license was received and not refunded. IDAutomation shall ensure at least 99.95% uptime on all SaaS products and will not exceed 4.38 hours of downtime in a subscription year. Upon notification by Licensee of a verified outage greater than 4.38 hours per subscription year, IDAutomation shall provide Licensee an additional term of coverage up to one subscription year at a 50% discount.
(5). Small Company Developer License
The Small Company Developer License (“SCDL”) grants all rights of the applicable Developer License to all Organizations with a gross annual revenue or funding of less than 2 million U.S. Dollars (or equivalent amount in a foreign currency) with a signed Small Company Agreement. All rights of the Five Developer License are granted if 2 SCDLs are purchased and all rights of the Unlimited Developer License are granted if 3 SCDLs are purchased.
(6). Mid-Size Company Developer License
The Mid-Size Company Developer License (“MSCDL”) grants all rights of the applicable Developer License to all Organizations with a gross annual revenue or funding of less than 5 million U.S. Dollars (or equivalent amount in a foreign currency) with a signed Mid-Size Company Agreement. All rights of the Five Developer License are granted if 2 SCDLs are purchased and all rights of the Unlimited Developer License are granted if 3 SCDLs are purchased.
D. Single User License
The Single User License ("SUL") allows use of the Software for one User in Licensee's Organization according to Effective Users.
The SUL shall not be used in connection with: (1) A high speed printer that prints over 55 Pages Per Minute, or (2) A system (including all hardware, printer and software) having a cost totaling over 50,000 USD or equivalent amount in a foreign currency. Such use requires a Developer License, Site License or Multi Site License. The more single user licenses that are purchased, the more users that are allowed:
1 Single User License = 1 licensed user
2 Single User Licenses = 2 - 5 licensed users
3 Single User Licenses = 6 - 25 licensed users
4 Single User Licenses = 26 - 50 licensed users
5 Single User Licenses = 51 - 100 licensed users
6 Single User Licenses = Developer License Granted for 101 - 10,000 licensed users
E. Multiple User Licensing
Multiple user licenses grant the rights of the Single User License for a particular number of Users. For example, a 5 User License grants the rights for 5 Single User Licenses. These licenses may be combined; for example, 1 Single User License and a 10 User License = 11 licensed users.
F. Developer use with the Single User License
Developer use with the Single User License requires at least a 5 User License to be purchased unless the Developer and end User are the same person. A Developer may integrate the Software into an application if the Developer is not the end User, provided the Developer uses one License and the end User uses another License. If more than one Developer uses the Software, Licensee must purchase a Developer License for each additional Developer.
G. Single Server License
The Single Server License (“SSL”) allows use of the Software on one (1) server in Licensee's Organization, where a single Server may have only 1 CPU core and up to 100 unique User accesses to the Software from the Server per day. A SSL is required for each additional Server, or CPU core. Additional SSLs may also be obtained for the same server to increase the requirements. For example, 2 SSLs allow 2 CPU cores and up to 200 unique User accesses to the Software per day on the same Server. If 4 SSLs are purchased for the same Software, the rights of the Developer License are granted. If the Software is not used on a server, the licensing options of the Single User License may be used where 1 SSL equals 1 Single User License. The SSL shall not be used in connection with: (1) A high speed printer that prints over 55 Pages Per Minute, or (2) A system (including all hardware, printer and software) having a cost totaling over 50,000 USD or equivalent in a foreign currency. Such use requires a Developer License, Site License or Multi Site License.
H. Optional Integration License
The Optional Integration License grants Licensee the right to integrate Software into Licensee’s application without any cost to Licensee and offers an additional method of increasing Licensee’s revenue by generating referrals to our Software through the Affiliate Program. This type of license is automatically granted to Licensee by IDAutomation when executed in whole or in part by Licensee and does not require a purchase or a signed agreement. Under the terms of this Agreement, IDAutomation shall pay Licensee twenty percent (20%) for each sale of Software that is processed through the Affiliate Program. IDAutomation shall also provide support to Licensee’s clients as necessary for Software problems related Licensee’s application and assist in the installation and maintenance of the Software for Licensee’s application, provided that Licensee supplies IDAutomation a copy of its application for support purposes. Under the terms of this Agreement, Licensee shall: (a) agree not distribute any Software (for which a purchased license is required) with Licensee’s application. However, Software that is a demo, evaluation or freeware version may be distributed with Licensee’s application provided that Licensee encourages and recommends a license purchase from IDAutomation; (b) recommend our Software as a plug-in or add-on to Licensee’s application to obtain additional functionality; (c) provide a link to the applicable product from Licensee’s website to ours using the Affiliate Program; (d) provide an API to our Software from Licensee’s application; and (e) provide documentation or instructions to Licensee’s clients for installation of Software into Licensee’s application.
I. Free License
Software that is classified as "freeware" or a "free version" ("Free Software") may be freely used if any one of the following 4 conditions are true:
(1) Licensee's Organization has a gross annual revenue of less than $500,000 USD;
(2) Licensee's Organization is classified as nonprofit for tax purposes excluding government and military Organizations;
(3) The Free Software is used for personal use or educational purposes (for example, in a classroom); and
(4) If provided with an accompanying product by IDAutomation where the documentation for the product grants a license to the Free Software. In such a case, the Free Software may only be used in connection with the accompanying product.
ANY OTHER USE REQUIRES A PURCHASE FOR THE ASSOCIATED PRODUCT LICENSE, AFTER A PERIOD OF THIRTY (30) DAYS, WHICH IS GRANTED TO LICENSEE FOR EVALUATION PURPOSES ONLY.
Technical support for Free Software is limited to the online support documents and by searching resolved public forum threads. Additional support including priority phone, email and forum support may be obtained by ordering a license to the applicable Software. Free Software may only be redistributed with the associated and unmodified Software, installation and documentation files. Free Software may be bundled with any commercial package, CD ROM, distributed by itself, and can be accompanying books or magazines provided that all files are included and the files are not tampered with in any way. A reasonable fee may be charged by the distributor to cover costs of media or shipping & handling. Free Software may not be distributed in part as a component of Licensee's application or Licensee's application installation files; this type of distribution requires a Developers License for the associated product or implementation of the Optional Integration License.
J. Evaluation License
Software that is distributed as shareware or a demo version may only be used for testing and evaluation purposes only for a period of thirty (30) days.
K. Beta License
Software that is distributed as a beta version may be used during the beta testing period and up to thirty (30) days after the official release is available.
L. Developer License Distribution Terms
As used in this section, the term ("User Licenses") shall mean the number of Users that Licensee's License allows according to the definition of Effective Users. The Developer License allows 10,000 Effective Users, The 5 Developer License allows 20,000 Effective Users and the Unlimited Developer License allows an unlimited number of Effective Users.
(a). Internal Distribution:
Allows use of the Software in Licensee’s Organization, provided Licensee does not exceed its User Licenses and Licensee adheres to the following terms:
(1) If distribution of Licensee’s application exceeds its User Licenses, additional Developer Licenses are required; each Developer License purchased will allow distribution of an additional 10,000 Effective Users. Royalty-free, unlimited distribution is granted after purchasing three Developer Licenses or the Unlimited Developer License.
(2) If more than one Developer is developing with the Software, an additional Developer License is required. Up to 5 Developers may use or develop with the Software after purchasing an additional Developer License or the 5 Developer License. Unlimited Developer use is granted after purchasing three Developer Licenses or the Unlimited Developer License.
(3) The Software may be used on any number of Servers, provided that the number of users accessing all of the servers does not exceed Licensee’s User Licenses.
(b). External Distribution:
Allows Licensee to rent, lease or distribute the Software outside its Organization bundled with an application, provided Licensee does not exceed its User Licenses and Licensee adheres to the following terms:
(1) If more than one Developer is developing with the Software, an additional Developer License is required. Up to 5 developers may develop with the Software after purchasing an additional Developer License or the 5 Developer License. Unlimited Developer use is granted after purchasing three Developer Licenses or the Unlimited Developer License.
(2) Licensee may not resell, rent, lease or distribute the Software alone. The Software must be distributed as a component of an application and bundled with an application or with the application's installation files. The Software may only be used as part of, and in connection with, the bundled application. If the Unlimited Developer License is purchased, Licensee may embed the Software into Licensee's firmware, provided a copyright notice is added in the firmware or documentation as detailed in number 5 of this section.
(3) Licensee may not resell, rent, lease, distribute or otherwise use the Software for the License that was purchased, in any way that would compete with IDAutomation. If it is determined by IDAutomation or Licensee that Licensee's distribution or use of the Software competes with IDAutomation, a reasonable royalty fee for Licensee's distribution or use of the Software must be negotiated and agreed to by Licensee and IDAutomation and paid to IDAutomation each quarter or another agreed upon interval of time.
(4) If Licensee uses the Software internally within its Organization, Licensee shall deduct the quantity of its User Licenses used within its Organization from the total number of its User Licenses that are distributed outside its Organization. For example, if Licensee has a One Developer License and uses 4,000 User Licenses internally, it may only distribute up to 6,000 User Licenses outside its Organization.
(5) A valid copyright notice must be provided within the user documentation, start-up screen or in the help-about section of Licensee’s application that specifies IDAutomation as the provider of the Software bundled with it’s application, for example: “<<your application name>> contains barcode components licensed from IDAutomation.com, Inc. These products may only be used as part of and in connection with <<your application name>>.”
(6) Licensee’s User Licenses are counted by the number of users the Licensee's bundled product is licensed for, with the exception that if its product is licensed for more than 500 users per copy, only 500 licenses of the Developer License are used per copy distributed. For example, if Licensee distributes 1 application licensed for 25 users, then that distribution used 25 User Licenses. If Licensee distributes an application that is licensed to be used on a server or host system in such a way that 900 users use it, then that application only uses 500 of its User Licenses.
If Licensee purchases the License directly from IDAutomation, registration is automatic. If Licensee purchases the License from a reseller, Licensee must register the License at www.idautomation.com/register/ before technical support or upgrades for the Software can be made available.
By downloading, installing, using, or implementing this Software, Licensee acknowledges IDAutomation’s copyright in the underlying software and code. The Software and the accompanying materials are licensed, not sold, to Licensee. IDAutomation maintains ownership of all copyright interests in the Software, including any derivative works based upon the Software, and excluding any application bundled with the Software by Licensee in accordance with this Agreement. Licensee may not rent, lease, display or distribute copies of the Software to others except under the conditions of this Agreement. Unauthorized copying of the Software or accompanying materials even if modified, merged, or included with other software, or of the written materials, is expressly forbidden. Licensee may be held legally responsible for any infringement of intellectual property rights that is caused or encouraged by Licensees failure to abide by the terms of this Agreement. Licensee may make copies of the Software as needed for development and use provided that the number of copies made do not exceed the number of users allowed by the License purchased. Licensee may also make a reasonable number of archival copies of the Software for backup and recovery purposes and may temporarily use the backup copy, including but not limited to during emergency situations, disaster recovery, or disaster recovery tests. In any case, when a copy is created, any copyright notices included in the Software must be reproduced in their entirety on the copy.
4. Third Parties
Licensee may send a copy of the Software along with its files or documents to a commercial printer or other service bureau to enable the editing or printing of its files or documents, provided that (a) Licensee owns a Developer License for the Software; or (b) such party has informed Licensee that it owns a valid License to use the Software.
IDAutomation warrants to Licensee that IDAutomation is, and will continue to be, the sole owner of the Software including all patents, copyrights or other applicable intellectual property rights in and to the Software unless otherwise indicated in the Software. IDAutomation shall defend, indemnify and hold Licensee harmless from any third party claims or lawsuits for intellectual property infringement for properly licensed Software provided by IDAutomation. If Software is determined to infringe, or in IDAutomation’s opinion is likely to become the subject of such a claim, IDAutomation shall, at its option, either: (a) obtain for Licensee the right to continue using the Software; (b) modify or replace the Software to make it non-infringing, while retaining materially the same functionality; or (c) refund the fee paid, less reasonable depreciation, upon return of the Software. IDAutomation shall have no liability regarding any claim arising out of: (a) Software that is used in violation of this Agreement; (b) Software that has been altered to be different from the purchased version, unless the infringing portion exists in the unaltered purchased version; (c) use of the Software in combination with other products (including but not limited to third party software and hardware) if the infringement was caused by such use or combination where the purchased version by itself does not infringe. Licensee agrees to defend IDAutomation from and against any and all claims or lawsuits, and pay any and all damages and expenses including attorney's fees, that arise or result from the breach of the terms and conditions of this Agreement, excluding any claims and lawsuits for which IDAutomation is obligated to defend, indemnify and hold harmless. In the event of such a claim, IDAutomation shall: (1) give Licensee prompt written notice of any such claims, actions, demands and legal proceedings as soon as reasonably practicable; (2) give Licensee sole control of the defense and settlement thereof; and (3) cooperate with Licensee in the defense thereof, at Licensee’s expense.
6. Conversions, Embedding and Web Fonts
IDAutomation grants Licensee the right to convert applicable source code and/or fonts, if provided with the Software, to other formats as necessary provided Licensee owns any Developer License to the Software and Licensee adheres to the following terms:
A. The copyright notices from the Software must be reproduced in their entirety in the converted product. Licensee agrees that all products converted from the Software are the property of IDAutomation for copyright and other intellectual property purposes. If it is not possible to place the copyright notice in the converted product, Licensee must provide the following copyright notice in the associated documentation or application “<<your application name>> contains <<product name>> licensed from IDAutomation.com, Inc. This product may only be used as part of and in connection with <<your application name>>.”
B. Licensee may only embed source code or fonts in files, documents or reports (for example, in a PDF file) that are distributed outside Licensees Organization if Licensee has purchased a Developer License for the Software and Licensee does not encourage users to extract the embedded source code or fonts.
C. When using Web Fonts on a publicly accessible website, use of the font(s) must be limited to the intended domain(s) by enabling domain restrictions within the publicly accessible fonts or web server. IDAutomation provides WOFF, EOT and SVG web fonts by request of any purchased font developer license.
7. Software Modifications
If the Unlimited Developer License is purchased, Licensee may modify any portions of the Software as needed, provided that copyright notices are not removed, including but not limited to the height, width and tables of any fonts provided.
8. Agreement Duration and Termination
Subject to the terms and conditions of this Agreement, this Agreement begins when the Software is downloaded, installed, used or when a License for Software is purchased or granted and is perpetual unless terminated in accordance with this Agreement. When the Agreement begins, this Agreement shall supersede all older versions of this Agreement including any older Agreements that may be embedded in the Software. This Agreement shall inure to the benefit of and be binding upon IDAutomation and Licensee. Licensee may terminate this Agreement at any time by returning the Software to IDAutomation and destroying all copies thereof. This Agreement shall terminate upon notice from IDAutomation if Licensee fails to comply with any provision contained herein or if the funds paid for the license are refunded or are not received, and such failure or breach is not cured within thirty (30) days of such notice. Upon termination, Licensee must destroy the Software and all copies (in part and in whole, including modified copies, if any) in its possession or control. IDAutomation reserves the right to terminate this Agreement if the use of Software by Licensee causes a loss of revenue for IDAutomation that exceeds fifty (50) times the amount Licensee paid for the License. Termination of this Agreement shall not affect the Software bundled and distributed with an application under the Developer License by Licensee prior to termination, provided Licensee has purchased a Developer License for the Software, the bundled application does not compete with IDAutomation in any way, and funds for the License were received and not returned or refunded in any way. All restrictions prohibiting Licensee's use of the Software and intellectual property provisions relating to Software to the benefit of IDAutomation shall survive termination of this Agreement.
9. Warranty and Limitation of Liability
For up to 30 days after purchase and when the applicable Priority Support and Upgrade Subscription is active, IDAutomation warrants that (a) the Software is date compliant, correct, reliable, technically accurate and will perform in accordance with the documentation; (b) it owns or has license rights in and to the Software; (c) it has the right to grant the license as set out in this Agreement; (d) the license does not conflict with any other agreement to which IDAutomation is a party; (e) the Software does not infringe any valid rights of any third-party; and (f) the Software and the medium on which it is originally provided to Licensee is free from any virus at time of delivery. IDAutomation will use reasonable efforts to correct any failure of the Software to comply with the foregoing warranty by delivering product updates, provided that Licensee provides notice of such failure. If, after the expenditure of such reasonable efforts, IDAutomation is unable to correct the Software, IDAutomation will refund the license fees Licensee has paid for the Software. To the maximum extent permitted by applicable law, in no event shall IDAutomation be liable for any consequential, incidental, indirect, punitive or special damages arising out of the use of or inability to use the Software or the provision of or failure to provide support services or hosted services, even if IDAutomation has been advised of the possibility of such damages. In any case, IDAutomation's entire liability under any provision of this entire Agreement shall be limited to fifty (50) times the amount actually paid by Licensee for the License to the Software or $5.00 USD if no license was purchased.
10. Priority Support and Upgrade Subscription
Unless otherwise indicated in the documentation of the Software, IDAutomation offers a free Priority Support and Product Upgrade Subscription for a period of thirty (30) days from the date of purchase on all licensed Software. When Licensee’s Priority Support is active, Licensee may contact IDAutomation by phone, email and through the Online Priority Support Request Form. Priority Support and Product Upgrades may be provided beyond thirty (30) days if the Priority Support and Upgrade Subscription is purchased. Support may be provided to the appropriate individual that (a) ordered the License; (b) is integrating the Software; (c) a Developer; or (d) the end user if each end user has a separate License for the Software. If one Developer License is purchased, technical support is provided for only one Developer. If the 5 Developer License is purchased, technical support is provided for up to 5 Developers. If the Unlimited Developer License is purchased, technical support is provided for an unlimited number of Developers. The Developers responsibilities may be transferred to another Developer within the Organization as necessary provided no more than two (2) transfers occur within any ninety (90) day period. If Licensee’s Priority Support and Product Upgrade Subscription expires, Licensee may obtain free technical support by referring to support documents at the website or by renewing the Priority Support and Product Upgrade Subscription.
11. Export Restrictions
Licensee acknowledges that the Software is of U.S. origin and distribution of the Software is subject to export control laws of the United States of America. Licensee agrees that it will not export or distribute the Software, directly or indirectly, to any restricted export country, without first obtaining permission to do so as required from the appropriate U.S. governmental agency. Licensee bears all responsibility for export law compliance.
12. Controlling Law and Severability
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Florida, as applied to agreements entered into and to be performed entirely within Florida between Florida residents. The courts of the state of Florida, county of Hillsborough (city of Tampa), shall have exclusive jurisdiction and venue over any dispute, proceeding, or action arising out of or in connection with this Agreement or Licensee’s use of the Software. If, for any reason, a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, then that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of IDAutomation and Licensee, and the remainder of this Agreement shall continue in full force and effect.
13. Assignment and Effect
This Agreement shall inure to the benefit of and be binding upon both IDAutomation and Licensee, as well as their employees, employers, agents, parents, subsidiaries, representatives, licensees, and assigns.
14. All Modifications Must be in Writing
There will be no modifications, alterations, or amendments to this Agreement, unless both IDAutomation and Licensee agree in writing, with the exception of the IDAutomation Source Code Agreement, which is an extension of this Agreement when executed by Licensee and approved by IDAutomation.
The failure by either party at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The waiver of any default by either party shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed.
All returns must be received within thirty (30) days of purchase. Details of the return process are provided at http://www.idautomation.com/customer-service/returns/.
17. Subscription Cancellations
All subscriptions for Subscription Products including Hosted Products, Priority Support and Product Upgrade Subscriptions automatically renew unless cancelled within thirty (30) days of the renewal date with the completion of the Cancellation Form, which is online at http://www.idautomation.com/customer-service/returns/software/subscription-cancellation.html.
Copyright © 1998-2013 IDAutomation.com, Inc. Agreement Version 2013. Legal Notices.