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Contex Software Development
Kit - License Agreement.
ACCEPTANCE OF TERMS
Contex makes the Contex Software Development Kit available for your use
subject to the terms and conditions set forth in this document (collectively,
the "Terms of Use").
By using the Contex Software Development Kit in
any way you agree to be bound by the Terms of Use.
1. Definitions.
1.1 "Contex Software" means any object code or sample source
code embodied in the Contex Software Development Kit and any other Contex
Software Development Kit or subsequent versions of the Contex Software
Development Kit that are made available for licensing under these Terms
of Use.
1.2 "Licensee" means the person or legal entity that is licensing
the Contex Software Development Kit subject to the terms and conditions
set forth in this document.
1.3 "Licensee Programs" means computer programs developed or
reproduced by or for Licensee, which make any commercial use what so ever
of Contex Software.
2. License
2.1 Contex grants to Licensee a nonexclusive, non-transferable, worldwide
license to make, use and modify any and all sample source code, embodied
in the Contex Software Development Kit for the purposes of evaluating,
designing, developing, and testing software products, and to reproduce
and distribute the sample source code, along with any modifications
thereof,
provided that you agree:
(a) to distribute the Contex Software in sample source or object code
form and only in conjunction with and as a part of a software application
product developed by you that adds significant and primary functionality
to the sample source code;
(b) to not use any name, logo, or trademarks used by Contex, to market
your software application product;
2.2 Licensee shall not reverse engineer, decompile or disassemble any
and all software in object code form embodied in the Contex Software Development
Kit.
2.3 Licensee agrees only to apply the Contex Software covered by these
Terms of Use for the sole purpose of producing Licensee Products to operate
in conjunction with a Contex scanner. Any use of this licensed technology
with non-Contex scanner or peripheral products is considered a license
violation and misuse of Contex trade secrets and may be an infringement
of Contex patents and/or copyrights. Any use of this technology in other
than Contex peripheral products is likewise considered a violation of
the terms of these Terms of Use.
2.4 Licensee agrees not to use, reproduce, sublicense, distribute or dispose
of the Contex software, in whole or in part, other than permitted under
these Terms of Use.
3. Intellectual property and other proprietary rights.
3.1 Licensee acknowledges that the Contex Software is proprietary to Contex
and that Contex retains all right, title, and interest in and to the Contex
Software, including without limitation all copyrights and other proprietary
rights.
3.2 Licensee is obligated not to disclose any proprietary and confidential
information on Contex Software to any third party. Notwithstanding the
foregoing, Licensee shall not have any obligation to with respect to
proprietary information that is not confidential or proprietary at
the time of disclosure, or with respect to any information, which:
(a) is in the public domain at the time of disclosure,
(b) is known to the other party prior to obtaining it from the disclosing
party, or
(c) is obtained from a third party who did not receive it, directly or
indirectly from the Contex.
3.5 If Contex so requests in writing, Licensee shall provide Contex with
an installable copy in executable form of Licensee's programs in object
code form for the sole purpose of monitoring Licensee's compliance with
the Terms of Use.
4. Contex Software development, compatibility and
support.
4.1 Contex reserves the right to develop any and all types of Contex Software.
4.2 Contex does not in any way guarantee the compatibility of products
developed according to the licensed specifications. Contex assumes no
responsibility and shall be held harmless for any and all claims relating
to compatibility between Licensee products and Contex products using scanner
technology, or for any non-conformance of a Contex scanner to the licensed
software.
4.3 Contex shall not to be obligated to provide support of Contex Software
Development Kit or documentation for Contex Software Development Kit.
Licensee's license of the Contex Software does not in any way constitute
Contex support, endorsement, or recommendation of your product. No such
claims shall be made without the express written consent of Contex.
4.4 Licensee shall be obligated to perform adequate testing with new Contex
Software before claiming that the Contex Software works properly with
Licensee Programs. Licensee assumes full responsibility for the support
of any products using Contex Software.
5. Fee
Licensee shall be entitled to apply the Contex Software Development Kit
in accordance with the provisions in the Terms of Use free of charge.
6. Disclaimer of Warranty
The software is provided to the Licensee AS IS. To the maximum extent
provided under applicable law Contex expressly disclaims all warranties
express or implied including but not limited to any implied warranties
of merchantability, fitness for a particular purpose, title or non-infringement.
Contex makes no guarantee or representations regarding the use of, or
the results of the use of, the Contex Software Development Kit in terms
of correctness, accuracy, reliability or otherwise. You rely on the Contex
Software Development Kit solely at your own risk. Some jurisdictions do
not allow the limitation of or exclusion of implied warranties of merchantability
or fitness for a particular purpose so the above limitation or exclusion
may not apply.
7. Limitation of liability
To the maximum extent permitted under applicable law, under no circumstances,
including negligence shall Contex be liable for any direct, consequential,
indirect, incidental, punitive, special, or other damages whatsoever,
including but not limited to loss of business information or records,
business interruption, business profits and the like arising out of the
use or the use of the Contex Software, even if Contex has prior notice
of the possibility of such damages. Some jurisdictions do not allow the
limitation or exclusion of liability for incidental or consequential damages
so the above limitation or exclusion may not apply. In no event shall
Contex total liability for all damages including contract, tort or negligence
or any other damage, exceed an amount of USD 500.
8. No indemnification by Contex.
Contex has no obligation to indemnify, defend or hold Licensee harmless
from and against any claim, that the Contex Software infringes any third
party patent, copyright, trademark or other intellectual property right.
Licensee will promptly notify Contex of such claim.
9. Indemnification by Licensee.
Licensee shall indemnify, defend or hold Contex harmless from any and
all claims, damages, losses, liabilities, costs and expenses (including
fees of attorneys and other professionals) arising out of or in connection
with Licensee's use of Contex Software incorporated in Licensee's Programs.
10. Term and Termination
This license is binding upon signing and it will remain in effect until
terminated or made void by Contex.
10.2 Failure to comply with any of the above provisions will be considered
breach of these Terms of Use and will result in automatic termination
of the license.
10.3 In the event of termination, for any reason other than breach by
Licensee, Licensee may apply and distribute Contex Software according
to the terms in these Terms of Use for a period no longer than 6 months
from the date of termination. If termination is due to breach of the Terms
of Use by Licensee, then Licensee must immediately discontinue any use
of Contex Software Development Kit in accordance with the terms of the
Terms of Use. The terms of non-disclosure will remain in force for five
years after termination of the contract. Licensee may terminate this license
at any time by returning the original materials and any copies or duplicates
made. If it is determined that a breach of these Terms of Use has occurred,
all Contex Software and Licensee programs related to Contex Software listed
below must be returned to Contex within 60 days.
11. Choice of law
The laws of the Kingdom of Denmark govern this license. Any dispute arising
from these Terms of Use must be settled before the courts of Denmark.
12. General
The Terms of Use constitute the entire agreement between Contex and Licensee
with respect to Licensee's use of the Contex Software. If for any reason
a court of competent jurisdiction finds any provision of the Terms of
Use, or portion thereof, to be unenforceable, that provision shall be
enforced to the maximum extent permissible so as to effect the intent
of the parties as reflected by that provision, and the remainder of the
Terms of Use shall continue in full force and effect. Any failure by Contex
to enforce or exercise any provision of the Terms of Use or related right
shall not constitute a waiver of that right or provision. The section
titles used in the Terms of Use are purely for convenience and carry with
them no legal or contractual effect.
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