PrecisionID Software License Agreement (SLA)

IMPORTANT-READ CAREFULLY:
This Software License Agreement (“SLA”) is a legal agreement between you (either an individual or a single entity) and PrecisionID, an IDAutomation company (“PrecisionID”). As used in this SLA, (“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 SLA 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 SLA. This SLA constitutes the complete agreement between You and PrecisionID.

This SLA 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 SLA except in writing signed by You and PrecisionID. If You do not agree to the terms and conditions of the SLA, discontinue use of the Software immediately.

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.

(c) “Organization” shall mean a single company, business unit, entity or individual, using the same EIN, Tax ID, VAT ID or other form of government issued identification. In this SLA, 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.

(d) “User” shall mean each person that is accessing or making use of the Software.

(e) “Software” shall mean any and all computer programs produced, created, developed, or provided by PrecisionID 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.

(f) “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.

(g) “Server” shall mean a computer system that multiple Users access or make use of, including but not limited to, terminal servers, application servers or web servers.

(h) “Source Code” shall mean computer programming code and any computer instructions including the instructions necessary to compile the underlying Licensed Software.

TERMS:

  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 (except as allowed in the License Transfers section), world-wide right to use the Software in accordance with this SLA and the product License type You purchase (“License“). If You are using this Software for your employer, this SLA also includes your employer. You may only use the Software if it is properly Licensed. As used in this SLA, the term (“User”)is defined as any individual that uses the Software.
  2. User Licenses
    A User License is applicable when the Software is only used internally in your Organization.

1-4 User License (4UL)
Grants use of the Software by up to 4 Users on up to 4 computers inside your Organization.

5-20 User License (20UL)
Grants use of the Software by up to 20 Users on up to 20 computers inside your Organization.

20-50 User License (50UL)
Grants use of the Software by up to 50 Users on up to 50 computers inside your Organization.

50-100 User License (100UL)
Grants use of the Software by up to 100 Users on up to 100 computers inside your Organization.

Unlimited Internal User License (UUL)
Grants use of the Software by an unlimited number of Users and computers inside your Organization.

  1. Redistribution Developer Licenses
    A Redistribution Developer License is required in the event that the Software is distributed outside of the Organization and/or bundled as a Software component in a Software offering developed by the Licensee. This type of license is determined by (1) the number of Developers in your Organization that will have access to the Software or (2) the number of Users making use of the software. In the event the number of users and the number of developers do not match the same License type, the greater License must be purchased. For example, a 5DL would be required for 5 Developers and 100 Users and a 5DL would also be required for 1 Developer and 10,000 Users. A Redistribution License allows royalty-free distribution of the Software provided it is used within the limitations described herein.

3.1. 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>>.”

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

3.3. 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.

1 Developer 5K User Redistribution License (1DL)
Grants 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 5,000 Users.

5 Developer 10K User Redistribution License (5DL)
Grants royalty-free distribution and use of the Software internally (in the same Organization) and externally (outside the Organization) for up to 5 Developers and up to 10,000 Users.

20 Developer 20K User Redistribution License (20DL)
Grants royalty-free distribution and use of the Software internally (in the same Organization) and externally (outside the Organization) for up to 20 Developers and up to 20,000 Users.

Unlimited Developer & User Redistribution License (UDL)
Grants 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 Users.

Subscription Term License (STL)
Grants the rights of any UDL License on a monthly, quarterly or annual basis at a discounted rate for a term of 5 years. This License may include multiple bundled products, may be expensed (Other Common Business Expenses>Other Miscellaneous Expenses) instead of capitalized for tax purposes in the USA and provide protection to Licensee against price increases. By purchasing this License, Licensee agrees to pay the License fee on each due date for the entire 5 year 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 PrecisionID that the Software is no longer in use. Licensee will be notified by email before each payment is due.

1 Server Redistribution License (1SL)
Grants rights for 1 Developer to install the Software on no more than 1 server. End Users of the Software on the server may be either inside or outside of your Organization.

4 Server Redistribution License (4SL)
Grants rights for up to 4 Developers to install the Software on no more than 4 servers. End Users of the Software on the server may be either inside or outside of your Organization.

20 Server Redistribution License (20SL)
Grants rights for up to 20 Developers to install the Software on no more than 20 servers. End Users of the Software on the server may be either inside or outside of your Organization.

Unlimited Server Redistribution License (USL)
Grants rights for up an unlimited number of Developers to install the Software on an unlimited number of servers. End Users of the Software on the server may be either inside or outside of your Organization.

  1. Evaluation License
    Software identified as a demo or evaluation version may be used for testing and evaluation purposes only.
  2. 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.

PrecisionID shall provide unlimited liability for all UUL, UDL, STL and USL Licenses, for all other License types, PrecisionID’s total liability (including but not limited to attorney’s fees) under this paragraph shall be limited to 20 times 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 SLA, 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, claims based on infringement of industry standards, symbology standards or specifications which were not developed or Licensed by PrecisionID (including but not limited to operating systems, file formats and symbology specifications). 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 SLA, 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.

  1. 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 SLA. 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 SLA. 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.
  2. Duration
    Subject to the terms and conditions of this SLA, this SLA begins when the Software is installed used, or when a License for Software is purchased and is perpetual unless terminated. You may terminate this SLA at any time by returning the Software to PrecisionID and destroying all copies thereof. Returns that are refunded must be received within thirty (30) days of purchase. This SLA 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 SLA shall not affect Software bundled and distributed with an application under a Redistribution License by You prior to termination, provided You have purchased a Redistribution License and funds for the Redistribution 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 SLA.
  3. Warranty and Liability
    PrecisionID warrants that (a) the Software is date compliant, correct, reliable, technically accurate and will perform in accordance with the documentation; (b) it owns or has License rights in and to the Software; (c) it has the right to grant the License as set out in this SLA; (d) the License does not conflict with any other agreement to which PrecisionID is a party; (e) the Software does not infringe any valid rights of any third-party; 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. PrecisionID 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, PrecisionID is unable to correct the Software, PrecisionID will refund the License fees Licensee has paid for the Software. To the maximum extent permitted by applicable law, in no event shall PrecisionID 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 PrecisionID has been advised of the possibility of such damages. PrecisionID shall provide unlimited liability and indemnification as defined in Section 5 for all UUL, UDL, STL and USL Licenses, PrecisionID’s entire liability for any other License type under any provision of this entire SLA 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.
  4. 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. Support may be provided beyond 1 year if You purchase a support subscription, support incident or an upgrade for the Software.
  5. Font Embedding and Conversions
    If You have purchased a Redistribution 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.
  6. 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.
  7. Non-Waiver
    The failure by either party at any time to enforce any of the provisions of this License SLA 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 SLA. 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.
  8. Controlling Law & 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 PRECISIONID AND LICENSEE AGREE TO WAIVE THEIR RIGHTS TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THIS SLA OR THE SUBJECT MATTER HEREOF. All disputes arising out of or relating to this SLA 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 SLA 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 SLA in a manner consistent with the original intent of the SLA.
  9. Source Code Provision
    With the purchase of any UUL, UDL, STL or USL License, PrecisionID shall provide (by request) any Source Code for the Licensed Software to Licensee that is not already included in the package. Refunds cannot be provided after the requested Source Code has been received by Licensee. If PrecisionID ceases to market or make available support for Licensed Software, PrecisionID shall provide Source Code for the Software to Licensee, for the sole purpose of supporting and maintaining the Software, provided that Licensee has purchased a UUL, UDL, STL or USL License for the Licensed Software.
  10. License Transfers
    Any UUL, UDL, STL or USL License for the Licensed Software may be transferred to another Organization, provided that PrecisionID receives in writing or by email contact information (Organization name, primary contact email, phone number and address) of the new Licensee and the new Licensee receives conformation of the transfer from PrecisionID. 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.
  11. Severability
    If, for any reason, a court of competent jurisdiction finds any provision of this License SLA, or portion thereof, to be unenforceable, that provision of the License SLA shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License SLA shall continue in full force and effect.

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