Inlite Barcode Reader License Agreement
This Inlite Barcode Reader License Agreement (“Agreement,”) is a legally
binding AGREEMENT between you (“you” or “your”) and Inlite Research,
Inc. ("INLITE") and pertains to the specific INLITE “Software” product
licensed by you among the list set forth in Section 1 (Definitions)
below.
BY USING OR DOWNLOADING THE SOFTWARE OR MANIFESTING YOUR AGREEMENT TO
THIS AGREEMENT, YOU CONSENT TO BE LEGALLY BOUND BY ALL THIS AGREEMENT
TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR
OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND
SUCH ENTITY TO THIS AGREEMENT TERMS, IN WHICH CASE THE TERMS “YOU” OR
“YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR
IF YOU DO NOT AGREE WITH THIS AGREEMENT TERMS, YOU MUST NOT ACCEPT THIS
AGREEMENT TERMS AND MAY NOT USE THE SOFTWARE OR SERVICES.
1. DEFINITIONS
1. The “Software” means and pertains to Inlite Barcode Reader product,
including ClearImage SDK and Barcode Reader CLI and any and all
components, upgrades, revisions, and command line utilities
supplements thereto.
2. A “License” means one of the following licenses: Community license
or Corporate license.
3. An “Application” is a user-developed software program, script or
service that requires physical incorporation or use of portions of
the Software.
2. GRANT OF LICENSE
Any rights not clearly and expressly granted to you under this Agreement
are reserved to INLITE. INLITE grants to you during the following
non-exclusive, non-transferable and non-sublicensable (except upon prior
written approval or as otherwise permitted herein), revocable, internal
use, end user copyright license as described below.
A. Grant of Community License for the Software.
1. Community License allows you to use the Software for any legal
purpose, including commercial use, subject to each limitation set
forth in this Agreement.
2. Individual End-Users may not use the Software licensed under the
Community License on behalf of any entity or organization unless the
entity or organization would itself qualify for Community Licenses
under the test set forth below.
3. Each In order to qualify for a Community License, an entity or other
organization must meet all of the following requirements:
a. An entity or organization must have gross annual revenues of
less than $20,000,000 USD, or equivalent in foreign currency,
during each year that you desire to remain a licensee under a
Community License. For the purpose of determining and
maintaining eligibility for a Community License, there shall be
absolutely no exceptions made when determining gross annual
revenues. If an entity or organization is controlled by another
entity or organization, the controlling entity or organization
must also meet the gross annual revenue requirement when
aggregating all such entities owned or controlled by the parent
entity or organization.
b. An entity or organization may not have ever received more than
$10,000,000 USD in capital from an outside source such as
private equity or venture capital in order to be eligible for
the community license.
c. An entity or organization must use the Software to process not
more than less than 10 million images per year, where an image
is a single image file or a page in a multi-page file, including
but not limited to PDF and TIFF formats.
4. INLITE reserves all rights and shall be solely able to determine as
to whether you shall qualify for, and subsequently maintain, the
right to hold a Community License. INLITE reserves the right to
request, and you shall promptly provide, all reasonable cooperation
to verify your eligibility for obtaining and/or maintaining
Community Licenses, including access to validating documentation as
needed. In the event an individual or organization is found to be
ineligible, such individuals or organizations shall immediately
cease use of the Community License or upgrade to a Corporate
license.
5. Community Licenses do not require renewals as the license will
continue to be valid perpetually so long as you continue to be
eligible to hold a Community License.
6. Operation under Community License is provided strictly on an "AS-IS"
basis with no representations or warranties or support of any kind
or nature. In no event shall INLITE be liable for any claim,
damages, or other liability, whether in an action of contract, tort,
or otherwise, arising from, out of, or in connection with the
Software when licensed under a Community License.
B. Grant of Corporate License for the Software.
In cases where you do not meet the eligibility criteria for the
Community license as defined in Section 2.A of this Agreement, a
Corporate license granted under this Agreement allows you to use the
Software free of charge for evaluation, development, and testing
purposes. Such usage is subject to the terms and conditions specified in
this Agreement.
However, for production use of the Software, which includes commercial
distribution, or any other form of deployment intended for end-users or
customers, you are required to enter into a separate agreement referred
to as the 'Amendment Agreement.' The Amendment Agreement outlines the
specific terms, including fees and payment conditions, for obtaining the
necessary license rights for production use.
3. RESTRICTIONS
As a condition of the license rights granted above, you agree that you
will not directly or indirectly:
1. use the Software in any web service or other online service of any
kind or nature (whether such service or provision is provided on a
paid or unpaid basis), except to add significant value for internal
users or a limited set of registered customers who are not members
of the general public (except with the written approval of INLITE)
who pay more than insignificant amount for such service; or
2. cause or permit the disassembly, reverse engineering, decompilation,
extraction or other decoding of the Software or any portion thereof,
or otherwise attempt to obtain through any means, to derive or
modify the source code, structure or architecture of the Software
code or algorithms therein; or
3. create frameworks/controls/wrappers or other such products that are
intended to be programmatically reused by anyone; or
4. use or combine the Software with any Application that does not
provide substantial additional value; or
5. impersonate or use the Application by misrepresenting your
affiliation with a person or entity; or
6. use the Software for any illegal or unauthorized purpose or engage
in, encourage, or promote any illegal activity, or any activity that
violates these Terms; or
7. infringe or violate the rights of INLITE or any third party.
If you violate (or are alleged to have violated) any of the foregoing
restrictions, your license to use the Software will immediately and
automatically terminate, and you may have infringed the rights of
INLITE, which may subject you to prosecution and damages.
4. MAINTENANCE AND SUPPORT
Maintenance and Support services subscriptions are available from INLITE
for an additional charge. Support services subscriptions are provided in
accordance with the terms of INLITE’s the Software then-current support
and maintenance policies. A current version of those policies is
available from INLITE upon request. In the event that you decline to
purchase and initiate Maintenance and Support services subscriptions at
the time of installation of the Licensed Software, or in the event that
you allow Maintenance and Support service coverage to lapse for any
period of time, you agree that (i) Maintenance and Support service fees
will be due, upon the resumption of Maintenance and Support services,
for any period during which you previously declined to purchase
Maintenance and Support services. For the avoidance of doubt, INLITE
reserves the right to refuse to renew any given Maintenance and Support
services subscription at its sole discretion.
5. OWNERSHIP, COPYRIGHT and TITLE
The Software is owned by INLITE or its suppliers and is protected by
copyright, trade secret, patent and other intellectual property laws and
international treaty provisions. INLITE retains sole title to and
ownership of the Software. All copies and portions of the Software, in
any form, belong to INLITE, which retains all rights not expressly
granted. Nothing in this Agreement constitutes a waiver of INLITE's
rights under the laws of the United States or any other country or
jurisdiction.
6. NO WARRANTY
YOUR USE OF THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. THE SOFTWARE IS
PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
INLITE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE, TITLE,
MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF
ANY INTELLECTUAL PROPERTY RIGHTS. INLITE DOES NOT WARRANT THAT THE
SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT
OR DESTRUCTION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
INLITE, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL CREATE ANY
NEW WARRANTIES.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE
ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED
WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF
DELIVERY OF THE SOFTWARE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS.
YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
7. LIMITATIONS OF REMEDIES AND DAMAGES
IN NO EVENT WILL INLITE OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY
DAMAGES, CLAIMS OR COSTS WHATSOEVER ARISING FROM THIS LICENSE AGREEMENT
AND/OR YOUR USE OF THE SOFTWARE OR ANY COMPONENT THEREOF, INCLUDING
WITHOUT LIMITATION ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR
ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN INLITE REPRESENTATIVE HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS
OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND
EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR
JURISDICTION. INLITE'S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS
UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT SHALL BE LIMITED TO
FIFTY U.S. DOLLARS ($50.00). THESE LIMITATIONS ARE CUMULATIVE FOR ALL
CLAIMS HOWSOEVER ARISING UNDER ALL AGREEMENTS AND ORDERING DOCUMENTS,
AND SHALL APPLY EVEN IF THE REMEDIES PROVIDED IN THIS AGREEMENT SHALL
FAIL OF THEIR ESSENTIAL PURPOSE.
8. INDEMNIFICATION
You agree to defend, indemnify, and hold INLITE and its suppliers
harmless from and against any claims or lawsuits, including attorneys'
reasonable fees, that arise or result from the use or distribution of
your software products, provided that INLITE gives you prompt written
notice of any such claim, tenders to you the defense or settlement of
such a claim at your expense, and cooperates with you, at your expense,
in defending or settling such claim.
9. NOTICE TO U.S. GOVERNMENT USERS
All INLITE products and services are commercial in nature. The Software
is a “Commercial Item," as defined at 48 C.F.R. §2.101, consisting of
"Commercial Computer Software" and "Commercial Computer Software
Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R.
§227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R.
§§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer
Software and Commercial Computer Software Documentation are licensed to
U.S. Government end users (1) only as Commercial Items, and (2) with
only those rights as are granted to other users pursuant to terms and
conditions of this Agreement. All unpublished rights are reserved.
10. EXPORT RESTRICTIONS
You acknowledge that the Software, and the underlying algorithms and
components embedded therein may include U.S. technical data subject to
restrictions under export control laws and regulations administered by
the United States government. You agree that you will comply with these
laws and regulations, and will not export or re-export the Software, or
any part of the Software, in violation of these laws and regulations,
directly or indirectly.
11. CONFIDENTIALITY
1. Neither Party shall disclose any Confidential Information of the
other party or use such Confidential Information except as
specifically permitted in the performance of this Agreement. Each
party agrees that at all times during the term hereof and thereafter
it will not make use of, disseminate, or in any way disclose the
other party’s Confidential Information (including without limitation
proprietary and/or confidential intellectual property, source code,
object code, methods, processes, technical data, customer names or
other information related to customers, products under development,
trade secrets, ) to anyone, except as authorized by this Agreement
and to the extent necessary for performance hereunder. For the
avoidance of doubt, the INLITE Technology is INLITE’s Confidential
Information and the customer’s Personal Data is customer’s
Confidential Information. The receiving party’s confidentiality
obligations with respect to the Confidential Information of the
disclosing party shall not extend to information that: (a) is in the
public domain at the time of its disclosure; (b) becomes part of the
public domain through a source other than the receiving party
(directly or indirectly); (c) is required to be disclosed pursuant
to a court order or governmental authority; or (d) is disclosed to
its employees and professional advisors, provided they agree to keep
such information confidential. Each Party agrees that it will
disclose Confidential Information only to those of its employees and
contractors who need to know such information and who have
previously agreed to be bound by the non-disclosure terms and
conditions hereof. Each Party agrees that it will treat all
Confidential Information of the other Party with the same degree of
care as it accords its own Confidential Information, but in no event
less than reasonable care. The obligations of the parties under this
Section shall supersede all prior confidentiality agreements between
the parties and shall survive the termination or expiration of this
Agreement for a period of five (5) years, and thereafter with
respect to the INLITE Technology and Personal Data.
2. Customer agrees that (i) you shall not provide Personal Data to
INLITE; (ii) you will not send any logs to INLITE that contain
Personal Data; and (iii) if you receive INLITE Software, you will
isolate and secure the INLITE Software on your systems and network
to prevent unauthorized access, use, disclosure and loss using at a
minimum industry standard security practices and technologies and as
otherwise required by applicable laws.
3. The parties shall comply with prevailing law as it pertains to
Personal Data, including, without limitation and as may be
applicable, the California Consumer Privacy Act of 2018 (Cal. Civ.
Code § 1798.100 et seq.) (the “CCPA”) and the General Data
Protection Regulation (EU) 2016/679 (“GDPR”).
12. NO WAIVER
The failure or delay by any party to enforce any provision of this
license shall not be construed to be a waiver of such provision, and the
waiver by any party of any breach or violation of this license shall not
be deemed to constitute a waiver of any future succeeding breach or
violation.
13. GOVERNING LAW; EXCLUSIVE JURISDICTION
This AGREEMENT is governed by the laws of the State of California,
U.S.A., without regard to its conflict of law’s provisions, and you
agree except with respect to for matters of injunctive relief, to the
exclusive jurisdiction of the State and Federal courts in Santa Clara
County, California for enforcement of this Agreement and with respect to
all disputes arising in connection with this agreement. Should any court
of competent jurisdiction declare any term of this AGREEMENT void or
unenforceable, such declaration shall have no effect on the remaining
terms hereof.
14. GENERAL
This Agreement is the entire agreement between you and INLITE and
replaces all prior understandings, communications and agreements, oral
or written, regarding its subject matter and supersedes and applies
notwithstanding and in lieu of any purchase order terms and conditions
provided to INLITE which will have no force or effect. Notwithstanding
the foregoing, if you have an OEM or other existing agreement with
INLITE which provides for additional or different terms and conditions,
the terms and conditions hereof do not replace that agreement. If any
court of law, having the jurisdiction, rules that any part of this
Agreement is invalid, that section will be removed without affecting the
remainder of the Agreement. The remaining terms will be valid and
enforceable. The United Nations Convention on Contracts for the
International Sale of Goods does not apply to this Agreement. You cannot
assign or transfer ownership of this Agreement to anyone without written
approval of INLITE However, INLITE may assign or transfer it without
your consent to (a) an affiliate, (b) a company through a sale of assets
by INLITE or (c) a successor by merger. Any assignment in violation of
this Section shall be void. Notices: You agree to provide INLITE with
your e-mail address and that INLITE may provide any and all notices and
other communications to you through e-mail. Notices to INLITE and any
questions concerning this AGREEMENT may be sent to: Inlite Research,
Inc., 615 Templeton Court, Sunnyvale, CA 94087, or to
sales@inliteresearch.com.
15. WAIVER OF TRIAL BY JURY
YOU HEREBY WAIVE ALL RIGHTS AND/OR ENTITLEMENT TO TRIAL BY JURY IN
CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF OR RELATES IN ANY WAY TO
THIS AGREEMENT.
This Agreement was last updated June 30, 2023