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READ THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT (HEREINAFTER "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:
(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
(b) "Licensee" shall mean You together with any Organization You may be representing, or any related agent, employee, or representative of You or such Organization that has downloaded, used, installed, or implemented the software package on Your behalf or on behalf of such Organization.
(a) "Software" shall mean any and all computer programs produced, created, developed, or provided by IDAutomation for the applicable License, including, but not limited to, applicable programs, fonts, components, hosted services, Source Code, libraries, intermediate code, modules, corresponding documentation, updates, upgrades, or modifications thereto.
(b) "Developer" shall mean an individual who is modifying and/or compiling Source Code, or lines of computer instruction code, for a software application. In addition, "Developing" shall mean the process a Developer uses to modify and/or compile Source Code.
(c) "Server" shall mean a computer system that multiple users access or make use of, including but not limited to, terminal servers, file servers, application servers or web servers.
(d) "Source Code Agreement" shall mean an addendum of this Agreement governing additional rights to the underlying Licensed Software and applicable Source Code.
(e) "Effective Users" shall mean the maximum number of users that are effective for software licensing, which is determined by the following method that returns the greatest number:
(1) The maximum number of unique users on any week of the year that have access to, or are making use of, the Software,
(2) The number of computers on which the Software is installed,
(3) The number of printers that are being printed to with the Software, or
(4) the maximum number of unique users on any week of the year that have access to programs making use of the Software on a server.
(5) If the number of users cannot be determined, such as when the Software is being used on a website, the Developer License or above is required. If over 10,000 unique users on any week of the year make use of the Software, the 5 developer license is required. If over 20,000 unique users on any week of the year make use of the Software, the unlimited developer license is required.
(f) "Pages Per Minute" shall mean the number of pages a printer can print on in one minute when a page or series of labels is 11 inches long.
(g) "Affiliate Program" shall mean the automated sales referral program described at http://www.idautomation.com/about-us/affiliate-program/.
(h) "Organization" shall mean a single company, business unit, entity or individual, using the same EIN, Tax ID, VAT ID or another form of government issued identification. In this Agreement, each subsidiary of a company or business unit with a separate EIN, Tax ID or VAT identification is considered a separate Organization and requires a separate license.
(i) "User" shall mean each person that is making use of the Software.
(j) "Source Code" shall mean computer programming code and any computer instructions including the instructions necessary to compile the underlying Licensed Software.
1. License Grant
In consideration for the license fee paid, and other good and valuable consideration, IDAutomation grants to Licensee only, unless otherwise limited by the license purchased or granted, the nonexclusive, nontransferable (except as allowed in License Transfers), perpetual, world-wide right to use the Software in accordance with this Agreement and the license defined herein that Licensee purchases ("License"). If You are installing, accessing or using this Software for Your employer, this Agreement also includes Your employer. Licensee may only use the Software according to the License purchased or granted by IDAutomation. IDAutomation offers several license types to meet the needs of different Organizations and implementations. IDAutomation offers some Licenses that are granted to Licensee by this Agreement and not purchased; these include the Associated Product License, Optional Integration License, Evaluation License, Free License and the Beta License.
A. Site License - allows use of the Software for all users at a single site within a single Organization, including when the Software is used on a Server or run from a Server. 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. This license also provides unlimited indemnification, warranty and liability as defined in sections 5 and 9.
C. Developer Licenses (AKA Commercial
License or OEM License)
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 type of license is also commonly referred to in the industry as a Commercial License or OEM License. This license type offers the Source Code Provision and silent software installations. In addition, the Unlimited Developer License also provides unlimited indemnification and liability as defined in sections 5 and 9 and rights to Derivative Works. The following types of Developer Licenses are applicable to Licensee:
(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 allows the Source Code for the Software to be purchased with a signed Source Code Agreement. The UDL also provides unlimited indemnification and liability as defined in sections 5 and 9.
(4). SaaS Developer License
The Software as a Service Developer License (“SaaS”) grants the rights of the applicable Developer License (Including 5DL and UDL) on an annual subscription basis and includes Priority Support with automatic upgrades and allows up to the following number of barcodes to be generated per month:
One Developer License: Up to 50,000
Five Developer License: Up to 200,000
Unlimited Developer License: Unlimited
If the limit is exceeded, barcodes will still be generated. However, priority processing will be given to accounts that are not exceeding the limit and an upgrade to the appropriate license type will be required.
IDAutomation will send the Licensee an invoice by email for the renewal at least 30 days 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 or if Licensee provides notification of its intent not to renew. 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 99.98% uptime on all SaaS products and will not exceed 1.45 hours of downtime in a subscription year. Upon notification by Licensee of a verified outage greater than 1.45 hours per subscription year, IDAutomation shall provide Licensee an additional term of coverage up to one subscription year at a 50% discount. The SaaS Unlimited Developer License provides unlimited indemnification and liability as defined in sections 5 and 9 and rights to Derivative Works.
(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 is for a stand-alone personal computer or laptop and 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.
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, 5 Single User License and a 10 User License = 15 licensed users.
F. 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, or any number of CPU cores within 1 physical CPU chip, and up to 100 unique User accesses to the Software from the Server on any week of the year. A SSL is required for each additional Server, or CPU within the server. Additional SSLs may also be obtained for the same server to increase the requirements. For example, 2 SSLs allow 2 CPUs and up to 200 unique users on any week of the year. If 4 SSLs are purchased for the same Software, the rights of the Developer License are granted. 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.
G. 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.
H. 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, USB drive, 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.
I. 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.
J. 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.
K. Associated Product License
IDAutomation provides several components that may be used royalty-free if a license for the associated product has been purchased. These components may only be used as part of and in connection with the associated licensed product from IDAutomation:
(a). Linear Font Encoders may only be used with Barcode Fonts licensed by IDAutomation.
(b). 2D Universal Fonts and other 2D Fonts may only be used with 2D font encoders licensed by IDAutomation.
(C). Check Printing Design Software may only be used with MICR Fonts licensed by IDAutomation.
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, including silent software installations, 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 a total of 3 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 (or a silent installation component) of an application, included with or 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 section 6.
(3) Licensee may not resell, rent, lease, distribute or otherwise use the Software for the License that was purchased, including any derivative works, in any way that would directly compete with IDAutomation. If it is determined by IDAutomation or Licensee that Licensee's distribution or use of the Software directly competes with IDAutomation, a reasonable royalty fee for Licensee's distribution or use of the Software must be 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, the product will be licensed to the organization listed in the "Ship to Address" section of the order and the "Billing Address" fields must represent the reseller. This information must be accurate before the Software is properly licensed and technical support or upgrades for the Software will 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, excluding the ownership of derivative works granted with all Unlimited Developer or Multi Site licenses 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 remain 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 based on a 5 year amortization schedule, upon return or notice of destruction of the Software.
IDAutomation shall have no liability regarding any claim to the extent such claim arises 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; (d) claims based on infringement of industry standards, symbology standards or specifications which were not developed by IDAutomation (including but not limited to operating systems, file formats and symbology specifications). If such a claim should arise, IDAutomation shall use reasonable efforts to provide at least one solution or recommendation to Licensee.
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. Derivative Works,
Conversions, Embedding and
With the purchase of any Developer License or Site License to the Software, IDAutomation grants Licensee the right to modify applicable Software, Source Code and/or fonts as necessary.
Rights of Derivative Works: Modifications to Source Code and/or fonts licensed by the Unlimited Developer License or Multi Site License shall become the property and copyright of the Licensee; any portions of original unmodified Source Code and/or fonts shall remain the property and copyright of IDAutomation.
Modifications to Source Code and/or fonts not licensed by the Unlimited Developer License or Multi Site License shall remain the property and copyright of IDAutomation for copyright and other intellectual property purposes, provided the derivative works and/or modifications do not infringe on any copyright, patent or other intellectual property right that is not the property of IDAutomation or Licensee.
The copyright notices from the Software must be reproduced in their entirety in the converted product. 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>>.”
Licensee may only embed Source Code and/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.
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. Modifications by IDAutomation
At Licensee's request, for up to 30 days after purchase or when the applicable Level 2 Support and Upgrade Subscription is active, IDAutomation shall provide custom modifications of the fonts included in the Licensed Software. Modifications may include changes to the font name, size, height, version, copyright notice or any other internal font setting. Refunds cannot be provided after the requested font has been modified.
The number of fonts that may be modified depend on the license purchased:
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. The latest version of this agreement shall be available at http://www.idautomation.com/licensing/software-license.html. This Agreement shall inure to the benefit of and be binding upon IDAutomation and Licensee and their successors and assigns. 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. 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 Liability
For up to 30 days after purchase and when the applicable Level 2 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 as defined in section 5; (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 as defined in section 5; and (f) reasonable efforts will be used to ensure the Software and the medium on which it is originally provided to Licensee is free from any "Trojan", "time bomb", "back door", "malware" or "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. IDAutomation shall provide unlimited liability and indemnification as defined in Section 5 for all Unlimited Developer Licenses and Multi Site Licenses, IDAutomation's entire liability for any other License type under any provision of this entire Agreement shall be limited to twenty (20) times the amount actually paid by Licensee for the License to the Software or $5 USD if no license was purchased.
10. Product Support and Upgrade Subscription
Unless otherwise indicated in the documentation of the Software, IDAutomation offers free Level 1 Support for life on all licensed Software. With any product purchase, Level 2 Support is provided for one incident for up to 60 days from the purchase date. With the purchase of Level 2 Support with Upgrade Subscription, Licensee may contact IDAutomation by phone, email, online chat (when online) and through the Priority Support Request Form for any issue according to the Statement of Support. Level 2 Support and Product Upgrades shall be provided beyond sixty (60) days when the applicable Level 2 Support and Upgrade Subscription is active. Support shall be provided to Licensee by any of the individuals 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 to 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 Level 2 Support and Upgrade Subscription expires, Licensee may obtain free Level 1 technical support by referring to the IDAutomation Support Forum or other support documents at the website, or by renewing the Level 2 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, Severability and Waiver of Trial by Jury
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. BOTH IDAUTOMATION AND LICENSEE AGREE TO WAIVE THEIR RIGHTS TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. All disputes arising out of or relating to this Agreement shall be resolved by arbitration conducted by a single arbitrator in the English language in Tampa, Florida, U.S.A. under the commercial arbitration rules of the American Arbitration Association. All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. If any provision of this Agreement is invalid or unenforceable under applicable law, it shall be to that extent deemed omitted and the remaining provisions will continue in full force and effect. To the extent a provision is deemed omitted, the parties agree to comply with the remaining terms of this Agreement in a manner consistent with the original intent of the Agreement.
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.
There will be no modifications, alterations, or amendments to this Agreement, unless both IDAutomation and Licensee agree in writing.
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.
18. Source Code Provision
With the purchase of any Unlimited Developer License or Multi Site License IDAutomation shall provide (by request) any Source Code for the Licensed Software to Licensee that is not already included (for example a Visual Studio project for the .NET Assembly DLL) in the package. Refunds cannot be provided after the requested source code has been received by Licensee.
If IDAutomation ceases to market or make available support for Licensed Software, IDAutomation shall provide Source Code for the Licensed Software to Licensee, for the sole purpose of supporting and maintaining the Licensed Software, provided that Licensee has purchased a Developer License (or the 5DL or UDL) or a Site License (or the Multi Site License) for the Licensed Software.
19. License Transfers
Any Developer or Site license, including the Unlimited Developer License and Multi Site License may be transferred to another Organization, provided that: (1) the associated Level 2 Support and Upgrade Subscription is active or renewed at the time of the transfer; (2) IDAutomation receives in writing or by email contact information (Organization name, primary contact email, phone number and address) of the new Licensee and (3) the new Licensee receives conformation of the transfer from IDAutomation in writing or by email. All other license types are nontransferable. Licenses may only be transferred to a single Organization. After the transfer is complete, the original Licensee is no longer licensed and must discontinue all use of the Software according to section 8, Agreement Duration and Termination.
Copyright © 1998-2016 IDAutomation.com, Inc. Agreement Version 2016. Legal Notices.