PrecisionID End-User License Agreement

PrecisionID END-USER LICENSE AGREEMENT (EULA)

IMPORTANT-READ CAREFULLY:
This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and PrecisionID (“PrecisionID”). As used in this EULA, (“You”) shall mean the individual using, or installing the Software together with any individual or entity, including but not limited to your employer, on whose behalf you are acting in using or installing the Software. You agree to be bound by the terms of this EULA by using, installing or copying software package(s) and related software products created by PrecisionID (including but not limited to software components, fonts, source code, encoders, the corresponding documentation and including any updates, upgrades or modifications thereto) (“Software”). You shall be the (“Licensee”) under this EULA. This EULA constitutes the complete agreement between You and PrecisionID. This EULA shall endure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. No amendment or modification may be made to this EULA except in writing signed by You and PrecisionID. If You do not agree to the terms and conditions of the EULA, discontinue use of the Software immediately.

1. License Grant
In consideration for the license fee paid, and other good and valuable consideration, PrecisionID grants to You only, the Licensee, the nonexclusive, nontransferable, world-wide right to use the Software in accordance with this EULA and the product license type You purchase ("License"). If You are using this Software for your employer, this EULA also includes your employer. You may only use the Software if it is properly licensed. As used in this EULA, the term ("Developer") is defined as an individual that has a primary job function of developing software applications.

2. License Types:

2.1. Overview:
There are two basic types of Licenses: User Licenses and Developer Licenses. User Licenses are utilized when the number of users is small and the Software is only used internally in an organization. The specific User License is dependent on the number of users who access the software or the number and type of computers where it is installed as described in sections 2.2 through 2.5. For applications with large numbers of users or where the Software is distributed outside of the organization or if used with a high speed printer, a Developer License is required as described in sections 2.6 through 2.11.

2.2. One User License:
This license allows use of the Software for one user, printing to one printer, on one computer in your organization. If more than one person accesses the software or if the software needs to be installed on more than one computer, or if installed in such as way that allows access by multiple users, a multi-user license is required as described in sections 2.3 through 2.5. A Developer License is required in the event the Software is; (1) used in connection with a large multi-user application where the application is accessed by more than 100 users, or (2) distributed outside the organization, or (3) used with a high speed printer that prints over 50 pages per minute, or (4) used on a large computer system with a total software and hardware cost of over $40,000 US (or equivalent in a foreign currency).

2.3. Ten User License:
The Ten User License is identical to the One User License described in Section 2.2 except software access is granted for up to ten (10) users. This License is also granted if quantity two (2) One User Licenses are purchased.

2.4. Forty User License:
The Forty User License is identical to the One User License described in Section 2.2 except software access is granted for up to forty (40) users. This License is also granted if quantity three (3) One User Licenses are purchased.

2.5. One Hundred User License:
The One Hundred User License is identical to the One User License described in Section 2.2 except software access is granted for up to one hundred (100) users. This License is also granted if quantity four (4) One User Licenses are purchased.

2.6. Developer License Overview:
A Developer License is required in the event the Software is; (1) used in connection with a large multi-user application where the application is accessed by more than 100 users, or (2) distributed outside the organization, or (3) used with a high speed printer that prints over 50 pages per minute, or (4) used on a large computer system with a total software and hardware cost of over $40,000 US (or equivalent in a foreign currency). A Developer License grants a Developer royalty-free distribution of the Software provided it is used within the limitations described herein.

2.6.1. For software distributed outside your organization, you 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. Therefore, a valid copyright notice must be provided within the user documentation, start-up screen or in the help-about section of your application that specifies PrecisionID as the provider of the Software bundled with Your application, for example: "<<your application name>> contains barcode components licensed from PrecisionID. These components may only be used as part of and in connection with <<your application name>>."

2.6.2. You may not resell, rent, lease, distribute or otherwise use Software in any way that would compete directly with PrecisionID.

2.6.3. Both internal users and external users count toward the total number of users a particular Developer License allows. For example, if a One Developer License is purchased allowing access by 5000 users and the software is distributed to 2000 internal users, you are allowed to distribute the software to 3000 external users.

2.6.4. You agree to indemnify, hold harmless, and defend PrecisionID and its suppliers from and against any and all claims or lawsuits including attorney's fees that arise or result from the use or distribution of your bundled application.

2.7. Small Business Developer License:
The Small Business Developer License grants all rights of the Developer License to organizations with a total number of employees and contractors equal to 20 or less including any parent organizations or subsidiaries. This number also includes part-time employees. It grants Developer rights for multiple developers within the organization and grants up to 5000 User Licenses as described in section 2.6.3.

2.8. One Developer License:
The One Developer License grants all rights of the Developer License to one (1) developer in a company. It also grants up to 5000 User Licenses as described in section 2.6.3.

2.9. Four Developer License:
The Four Developer License grants all rights of the Developer License to four (4) developers in a company. It also grants up to 10,000 User Licenses as described in section 2.6.3. This License is also granted if quantity two (2) One Developer Licenses are purchased.

2.10. Eight Developer License:
The Eight Developer License grants all rights of the Developer License to eight (8) developers in a company. It also grants up to 15,000 User Licenses as described in section 2.6.3. This License is also granted if quantity three (3) One Developer Licenses are purchased.

2.11. Unlimited Developer License:
The Unlimited Developer License grants all rights of the Developer License to an unlimited number of developers in a company. It also grants an unlimited number of User Licenses as described in section 2.6. This License is also granted if quantity four (4) One Developer Licenses are purchased.

2.12. Evaluation License:
Software identified as a demo or evaluation version may be used for testing and evaluation purposes only.

3. Indemnification
PrecisionID warrants to You that PrecisionID is, and will continue to be, the owner, reseller or licensee of the Software including all patents, copyrights or other applicable intellectual property rights in and to the Software unless otherwise indicated in the Software. PrecisionID shall defend, indemnify and hold Licensee harmless from any third party claims or lawsuits for intellectual property infringement for properly licensed Software provided by PrecisionID, If Software is determined to infringe, or in PrecisionID’s opinion is likely to become the subject of such a claim, PrecisionID shall, at its option, either obtain for Licensee the right to continue using the Software, modify or replace the Software to make it non-infringing, or refund the fee paid, less reasonable depreciation, upon return of the Software; provided, however, that in no event shall PrecisionID's total liability (including but not limited to attorney's fees) under this paragraph exceed the purchase price You paid for the License to use the Software. PrecisionID shall have no liability regarding any claim arising out of Software that is used in violation of this EULA, Software that has been altered to be different from the purchased version, unless the infringing portion exists in the unaltered purchased version, 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. You agree to defend, indemnify and hold PrecisionID, its officers, resellers, contractors, agents and employees, from any and all claims or causes of action arising out of Your use of or related to the Software, or which result from Your breach of the terms and conditions of this EULA, and pay any and all damages and expenses (including but not limited to attorneys fees incurred by PrecisionID and/or third parties) in connection therewith.

4. Copyright
The PrecisionID Software and the accompanying materials are licensed, not sold, to You. The Software and the accompanying materials are copyrighted and contain proprietary information. 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. You may not rent, lease, display or distribute copies of the Software to others except under the conditions of this EULA. You may be held legally responsible for any infringement of intellectual property rights that is caused or encouraged by your failure to abide by the terms of this EULA. You may also make a reasonable number of archival copies of the Software for backup and recovery purposes. You may make copies of the Software as needed for development and use provided the number of copies You make do not exceed the number of licensed users. In any case, when a copy is created, the copyright and trademark notices must be reproduced in their entirety on the copy. PrecisionID reserves all rights not specifically granted to Licensee.

5. Duration
Subject to the terms and conditions of this EULA, this EULA begins when the Software is installed, used or when a License for Software is purchased and is perpetual unless terminated. You may terminate this EULA at any time by returning the Software to PrecisionID and destroying all copies thereof. This EULA will terminate automatically without notice from PrecisionID if You fail to comply with any provision contained herein or if the funds paid for the license are refunded or are not received. Upon termination, You must destroy the Software, and all copies, in part and in whole, including modified copies, if any. Termination of this EULA shall not affect Software bundled and distributed with an application under the Developer License by You prior to termination, provided You have purchased a Developer License and funds for the Developer License were received and have not been refunded or charged-back. All restrictions prohibiting Your use of the Software and intellectual property provisions relating to Software to the benefit of PrecisionID shall survive termination of this EULA. PrecisionID reserves the right to terminate the EULA if the use of Software by You causes a loss of revenue for PrecisionID that exceeds the amount You paid for the License.

6. Limitation of Warranty
Although efforts have been made to assure that the Software is date compliant, correct, reliable, technically accurate and will perform in accordance with the documentation, the Software is licensed to you as is and without warranties as to performance of merchantability, fitness for a particular purpose or use, or any other warranties whether expressed or implied. You, and any users of the Software assume all risks when using it. To the maximum extent permitted by applicable law, in no event shall PrecisionID or its suppliers 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, even if we have been advised of the possibility of such damages. In any case, the entire liability under any provision of this EULA shall be limited to the amount actually paid by You for the Software.

7. Product Support
PrecisionID offers free technical support by email for 1 year to licensed clients. Support may only be provided to the appropriate individual that (1) ordered the software, (2) is integrating the Software or (3) a Developer. Technical support will only be provided to the end user if each end user orders a separate License for the Software. For each Developer License that is purchased, technical support is provided for only the number of licensed Developers. The Developer responsibilities may be transferred to another Developer within the organization as necessary provided no more than 2 transfers occur within any 60-day period. Support may be provided beyond 1 year if You purchase a support incident or an upgrade for the Software.

8. Font Embedding and Conversions
If You have purchased a Developer License, PrecisionID grants You the right to: (1) convert the associated fonts to other formats as necessary provided the copyright notices are not be extracted from converted fonts and (2) embed the fonts in documents or reports (for example, PDF files) that are distributed outside your organization.

9. Export Restrictions
The Software is subject to U.S. export jurisdiction at the time it is licensed to You, and it may be subject to additional export or import laws in other countries. You agree to comply with all such laws and regulations that may apply to the Software and to indemnify PrecisionID against any and all claims based on Your exporting or importing of the Software to other countries.

10. Non-Waiver
The failure by either party at any time to enforce any of the provisions of this License EULA 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 License EULA. 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.

11. Controlling Law
This EULA shall be governed by and construed in accordance with the laws of the United States and the state of Pennsylvania, as applied to agreements entered into and to be performed entirely within Pennsylvania between Pennsylvania residents. The courts of the State of Pennsylvania shall have exclusive jurisdiction and venue over any dispute, proceeding or action arising out of or in connection with this EULA or your use of the Software.

12. Severability
If, for any reason, a court of competent jurisdiction finds any provision of this License EULA, or portion thereof, to be unenforceable, that provision of the License EULA shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License EULA shall continue in full force and effect.