IDAutomation Software License Agreement
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:
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.
(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. Developer Licenses are licensed by the number of Developers in your Organization who are working on any project making use of the Software or have access to the Software. For example, if you have 1 Developer implementing the software in an application that 4 other developers are also working on, you need a 5 Developer License.
(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.
(f) "Pages Per Minute" shall mean the number
of pages a printer can print 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 https://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, or VAT ID. 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.
(k) "Agreement" shall mean this Software License Agreement.
(l) "Revenue" shall mean the annual revenue or net sales of the Organization in USD or the equivalent conversion amount in a foreign currency.
TERMS:
1. License Grant
In consideration of the license fee paid, and other good and valuable considerations,
IDAutomation grants to Licensee only, unless otherwise limited by the license purchased
or granted, the nonexclusive, nontransferable (except as allowed in
License Transfers), perpetual, worldwide 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.
1.1. 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.
1.2. Multi-Site License (MSL) - allows use of the Software for an unlimited number of sites within a single Organization, up to 1 million Effective Users. Each subsequent MSL purchase will allow an additional 1 million Effective Users. 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. This license also provides unlimited indemnification, warranty, and liability as defined in sections 6 and 10. By request of the Licensee, the Source Code of the application may be obtained with this License, provided Licensee adheres to the Developer License Distribution Terms. When the source code is provided, Licensee must also purchase the applicable Level 2 Support Subscription for each UDL to remain licensed.
1.3.
Developer Licenses (AKA
Redistribution, 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 Redistribution, Commercial, or OEM License. This license type
offers additional integration software, the Source Code Provision, and
silent
software installations. In addition, the Unlimited Developer License also provides unlimited indemnification and liability as defined in sections 6 and 10 and rights to Derivative Works. Developer Licenses are licensed by the number of
Developers in your Organization who are working on any project making use of
the Software or have access to the Software. For example, if you have 1
Developer implementing the software in an application that 4 other developers
are also working on, you need a 5 Developer License. The following types of Developer Licenses are
available:
1.3.1. 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 Effective Users according to Effective
Users, provided Licensee adheres to the Developer License
Distribution Terms.
1.3.2. 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 Effective Users according to
Effective Users, provided Licensee adheres to the
Developer License Distribution Terms. This license is also
granted if two 1DLs are purchased.
1.3.3. Twenty Developer Corporate License
(20DL)
Allows royalty-free distribution and use
of the Software internally (in the same Organization)
and externally (outside the Organization) for up to
twenty Developers and up to 30,000 Effective Users according to
Effective Users, provided Licensee adheres to the
Developer License Distribution Terms. This license is also
granted if three 1DLs are purchased.
1.3.4.
Unlimited Developer Enterprise License
(UDL)
Allows royalty-free distribution
and use of the Software internally (in the same Organization)
and externally (outside the Organization) for an unlimited
number of Developers and up to 1 million Effective Users, provided the Licensee adheres
to the Developer License Distribution Terms. Each subsequent UDL purchase will allow an additional 1 million Effective Users. If more than 1 UDL is purchased to support more than 1 million Effective Users, the applicable Level 2 Support Subscription must also be active for each UDL to remain licensed. In the event the number of effective users cannot be determined, such as on a public website, this number may be reasonably estimated. The UDL is also granted if four 1DLs are purchased. The UDL allows the Source Code for the Software to be Licensed according to the Source Code Provision.
The UDL also provides unlimited indemnification and liability as defined in sections 6 and 10.
1.3.5. SaaS Developer License
(SaaS)
Grants the rights of the applicable
Developer License 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
Twenty Developer License: Up to
1,000,000
Unlimited Developer License: Unlimited with priority queue
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 for up to one subscription year at a 50% discount. The SaaS Unlimited Developer License provides unlimited indemnification and liability as defined in sections 6 and 10 and rights to Derivative Works.
1.3.6. 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.
1.3.8. Subscription Term License (STL)
Grants the rights of any UDL (Unlimited
Developer License) on a monthly, quarterly, or annual basis at a discounted subscription rate for a term of 5 years. This License may include multiple bundled products and can usually be expensed instead of capitalized for tax purposes in the USA. By purchasing this License, Licensee agrees to pay the
License fee on each due date for the entire 5-year subscription term. If the
Software is in use by License after the 5-year term, Licensee agrees to extend subscription payments at the same price as before until Licensee provides written notice to IDAutomation that the Software is no longer in use. IDAutomation will send the Licensee an invoice by email for the renewal at least 30 days before the subscription expires.
1.4. 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.
1.5. 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 User License and
a 10 User License = 15 licensed users.
1.6. 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.
1.7. Optional Integration License
(IL)
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 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 to 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.
1.8. 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 is 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, software download, CD ROM, or USB drive and can be distributed by itself 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 the 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.
1.9. 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.
1.10. 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.
1.11. 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.
1.12. App Store License
IDAutomation offers apps such as the Barcode Data Decoder that are available in app stores. These apps are licensed according to the standard EULA provided by the applicable app store.
2. 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.
2.1. 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:
2.1.1. 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 4 Developer Licenses or the
Unlimited Developer License.
2.1.3. If more than one Developer is Developing with the Software, an additional Developer
License is required. Unlimited
Developer use is granted after purchasing 4 Developer Licenses or the Unlimited
Developer License.
2.1.4. 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.
2.2. 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:
2.2.1. If more than one Developer is Developing with the Software, an additional Developer
License is required. Unlimited Developer
use is granted after purchasing a total of 4 Developer Licenses or the Unlimited Developer
License.
2.2.2. 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 7.
2.2.3. 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 including, but not limited to, providing general barcode generation for a product to which IDAutomation currently provides a barcode integration solution. If it is determined by IDAutomation or Licensee that Licensee's distribution or
use of the Software directly competes with IDAutomation, Licensee shall (1) implement the Optional Integration License or (2) purchase 1 UDL with Level 2 Support for each 50,000 Effective Users, where the Level 2 Support remains active until Licensee's external distribution does not compete with IDAutomation.
2.2.4. If Licensee uses the Software internally within its Organization, Licensee shall
deduct the number 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.
2.2.5. 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 its 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>>.”
2.2.6. 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.
3. Registration
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.
4. Copyright
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 by
Licensee granted
with UDL, MSL, or STL
licenses.
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 Licensee's 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 does 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.
5. Third Parties
Licensee may send a copy of the Software along with its files or documents to
a commercial printer or other service bureaus 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.
6. Indemnification
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.
6.1. 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 the destruction of the Software.
6.2. 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.
6.3. 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 Licensee’s 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.
7. Derivative Works,
Conversions, Embedding, and
Web Fonts
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.
7.1. Rights of Derivative Works: Modifications to the Software, Source Code, and/or fonts licensed by the UDL, MSL, or STL 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 UDL, MSL, or STL 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 rights that are not the property of IDAutomation or Licensee.
7.2. 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>>.”
7.3. 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.
7.4. 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.
8. Font Modifications by IDAutomation
(Including the font in your company or application name)
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 for any Developer License of the fonts included in the Licensed Software. Modifications may
include changes to the font name, copyright statement, version record, width, or
height setting. Only one company name or application name may be used for each
Developer License purchased. Refunds cannot be provided after the requested font
has been modified. Modifications can usually be completed within 1-5 business
days.
The number of fonts that may be modified depending on the license purchased:
- 1 Developer License = up to 2 fonts for each DL purchased
- 5 Developer License = up to 4 fonts for each 5DL purchased
- 20 Developer License = up to 6 fonts for each 20DL purchased
- Unlimited Developer License = up to 8 fonts for each UDL purchased
9. Agreement Duration and Termination
Subject to the terms and conditions of this Agreement, this Agreement begins
when the Software is downloaded, installed, and 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
https://www.idautomation.com/licensing/software-license/. 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.
10. 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 the Indemnification section; (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 the Indemnification section; 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 the Indemnification section for all
UDL, MSL, or STL
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.
11.
Product Support and
Software Updates
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 30 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 thirty (30) 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) are integrating the Software; (c) a Developer; or (d)
the end user,
if each end-user has a separate License for the Software. Support
provided by
IDAutomation does not include participation in conference calls or
meetings with
multiple users; however, this option may be purchased on an hourly
basis. 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 Developer's 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 on the website, or by renewing the Level 2 Support
and Product Upgrade Subscription.
12.
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.
13.
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.
14.
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.
15.
Modifications
There shall be no modifications, alterations, or amendments to this
Agreement unless both IDAutomation and Licensee agree in writing. At the Licensee's request for up to 30 days before or after the purchase of any UDL,
MSL, or STL license, or when the applicable
Level 2 Support and
Upgrade Subscription is active,
Amendments to
this license (including additional agreements such as NDAs) may be made with
the
Amendment Template. The amendment shall only apply to Software licensed by
any UDL, MSL, or STL
license.
16.
Non-Waiver
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.
17.
Returns
All returns must be received within thirty (30) days of purchase. Refunds can only be processed in the form they are paid. Details of
the return process are provided at
https://www.idautomation.com/customer-service/returns/.
18. Subscription Cancellations
All subscriptions for Subscription Products including Hosted Products, Priority
Support, and Product Upgrade Subscriptions automatically renew unless canceled within
thirty (30) days of the renewal date.
19. Source Code Provision
With the purchase of any UDL, MSL, or
STL, 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 any Developer or Site license, including the UDL, MSL or STL licenses for the Licensed Software.
20. License Transfers
Any Developer or 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 confirmation 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 9,
Agreement Duration and Termination.
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