Evaluation SDK Contract Agreement for Innovatrics Software
BY DOWNLOADING THE SOFTWARE YOU EXPRESSLY AGREE AND ACCEPT WITHOUT RESERVES THE FOLLOWING TERMS AND CONDITIONS REGARDING THE USE OF SOFTWARE. IF YOU DO NOT ACCEPT WITHOUT RESERVES, THESE TERMS AND CONDITIONS, DO NOT INSTALL AND/OR USE THE SOFTWARE.
1. DEFINITIONS “Agreement” means this general software license agreement, including the appendices and any other attachments hereto, together with any amendments, modifications and supplements executed by the parties. “Software” means the source code, application, electronic libraries and documentation owned by Innovatrics, and which are included with and/or which are part of the SDK provided by Innovatrics to the Partner. “Product(s)” means a software or hardware product(s) built by the Partner, which incorporates and uses the Software provided under this Agreement, and which by bundling the elements of the Software connects to a database for fingerprint storage (the “Fingerprint Database”), for purposes of fingerprint recognition. “Matching Station(s)” means a terminal, which uses the Product to search fingerprints in a Fingerprint Database. “Intellectual Property Rights” shall mean any and all patents, patent applications, including with respect to patents and patent rights granted upon any reissue, division, continuation or continuation-in-part applications now or hereafter filed, utility models issued or pending, registered and unregistered design rights, copyrights (including the copyright on software in any code), registered and unregistered trademarks, trade secrets and proprietary know-how, semiconductor mask work, and any other similar statutory intellectual property or industrial rights, as well as applications for any such rights. “Licensor” or “Innovatrics” means INNOVATRICS s.r.o., a company incorporated under the laws of Slovakia, having its principal place of business at Pri vinohradoch 82, 831 06 Bratislava, Slovakia. “Partner” means you as a testing and evaluation user. “Platform” is understood in terms of operation system (“OS”) and processor. One OS and one processor is included in one platform. If OS or processor of one platform changes, it’s considered as a new platform.
2. LICENSE AND PERMITTED USES 2.1 Present agreement is concluded for testing purposes only. Innovatrics grants the Partner a personal, worldwide, non-exclusive, non-transferable, limited license for testing and evaluation of Software to design, develop and test the Product, which will incorporate and use the Software. 2.2 Partner may install and use concurrently 3 (three) copy(-ies) of the Software on up to 3 (three) computer(s) and/or Matching Station(s). 2.3 Partner may use the Software for internal testing and evaluation purposes only; in any case the Partner is not entitled to allow the use of the Software or its installation package by any third parties. 2.4 Innovatrics also grants Partner the right to use the documentation that accompanies the Software for internal purposes only. 2.5 Partner agrees to provide Licensor with feedback on the evaluation of the Software performed by Partner under this Agreement upon termination thereof. Licensor is entitled to contact the Partner by e-mail phone or personal visit or by other means based on information provided by Partner during registration process.
3. LIMITATIONS AND RESTRICTIONS Partner is not entitled to use the Software for any commercial purposes. Partner agrees namely not to: (a) copy and/or distribute the Product; (b) sublicense the Software or its part; (c) design, develop, license and/or distribute a derivative product similar to the Software and/or any other software fingerprint recognition engine and/or device; (d) translate, reverse engineer, decompile, disassemble or modify the Software; (e) share the license, install the Software or use it concurrently on different computers and/or devices, without first obtaining the requisite number of Licenses; (f) distribute or publish all or substantially all of the Software; (g) sell, resell, rent, lease, lend or otherwise transfer the Software, in whole or in part; or (h) remove any proprietary notices or labels on and/or from the Software.
4. INTELLECTUAL PROPERTY Innovatrics shall retain on behalf of itself title to any Intellectual Property Rights in the Software and no ownership rights to the Software shall be transferred hereunder to Partner. Furthermore, all rights not expressly and unambiguously granted herein are reserved by Innovatrics.
5. FEES Innovatrics grants the License to the Partner free of charge for the duration and purpose of the present agreement.
6. DURATION, RENEWAL AND TERMINATION The term of present Agreement is 3 (three) months from the date when software is available for the first time for download on the Licensor’s download portal. Any subsequent installation of the Software, including creation of new account(s) on Licensor’s download portal, after the lapse of the said period are forbidden. The parties may agree in writing on prolongation of the duration of the present Agreement. Innovatrics may terminate the Agreement with immediate effect without previous notice, if Partner fails to perform or satisfy any of the conditions, covenants or obligations arising from present Agreement.
7. EFFECTS OF TERMINATION Upon any termination of this Agreement: (a) all licenses hereunder shall terminate; (b) the Partner will promptly erase all copies of the Software in its possession and shall discontinue the use of Products developed; (c) the limitations of intellectual property, confidentiality, warranties, liability and indemnity set forth in this Agreement and any other provisions that by their nature should continue shall continue in force even after termination; (d) Partner right to use Software, Innovatrics’ patents, copyrights, trademark, symbols, logos shall cease.
8. CONFIDENTIALITY 8.1 Any information received under this Agreement (whether of a commercial nature or technical nature) shall be deemed to be confidential information, (“Confidential Information”). Confidential Information disclosed orally or in other intangible form shall be identified as confidential at the time of disclosure. 8.2 Each party receiving confidential information (the “Receiving Party”) shall treat Confidential Information as confidential and shall not, without prior written consent from the other party (the “Disclosing Party”), disclose to any third party any Confidential Information. The Receiving Party shall use the Confidential Information only for the purpose of this Agreement. 8.3 Neither party shall be liable for disclosing any information that is: (a) public knowledge at the time of disclosure or thereafter becomes generally known through no fault or breach by the Receiving Party; (b) already known to the Receiving Party prior to its receipt from the Disclosing Party; (c) developed at any time by the Receiving Party without any connection to the information received hereunder from the Disclosing Party; (d) rightfully obtained by the Receiving Party from other unrestricted sources; or (e) disclosed with the prior written permission of the Disclosing Party. 8.4 Notwithstanding Sub-article 8.2 above, the Receiving Party shall not be prevented to disclose Confidential Information if (i) such disclosure is in response to a valid order of a court or any other governmental body having jurisdiction over this Agreement or (ii) such disclosure is otherwise required by law or applicable stock exchange rules and regulations, provided that the Receiving Party, to the extent possible, has given prior written notice to the Disclosing Party to allow it to seek protective or other court orders, and provided that the Receiving Party has made reasonable effort to protect the Confidential Information in connection with such disclosure. 8.5 The confidentiality obligations set forth in the provisions above in this Article 8 shall survive any termination or expiration of this Agreement for whatever cause.
9. WARRANTY 9.1 Innovatrics does not and cannot warrant the accuracy, speed, performance or results Partner may obtain by using the software or its documentation. 9.2 The Software includes recognition component(s), Partner understands that recognition are inherently statistical processes, that recognition errors are inherent in the processes; and that it is Partner’s responsibility to provide for the handling of such errors and to monitor the recognition processes and correct any errors, which may be found therein. Neither Innovatrics nor its suppliers shall be liable for any damages arising out of errors in and/or during the recognition processes. 9.3 Innovatrics disclaims all other warranties, either express or implied, including but not limited to any warranties of merchantability and fitness for a particular purpose, with respect to the Software and its accompanying written materials.
10. LIMITATION OF LIABILITY To the maximum extent permitted by applicable law, in no event shall Innovatrics be liable to the Partner or any third party for any special, incidental, indirect, punitive or consequential damages whatsoever, whether in tort, product liability and/or negligence (including, without limitation, damages for loss of business profits, goodwill, business interruption, loss of business information, loss of data, privacy or confidentiality, breach of security systems or any other loss) arising out of or relating in any way to, this agreement, the use of, or inability to use the software, even if Innovatrics has been advised of the possibility of such damages or losses. The Software is supplied “as is”, and the entire risk of accuracy, speed and satisfactory performance is with the Partner. Innovatrics does not guarantee that the software will meet the Partner’s requirements, expectations or all requirements of the software or hardware with which they interact.
11. INDEMNITY The Partner agrees to indemnify, hold harmless, and defend Innovatrics from and against any and all claims or lawsuits, including attorneys’ fees that arise or result from the use of the Software and/or the Product.
12. MISCELANEOUS 12.1 This Agreement contains the entire agreement between the parties on the subject matter of this Agreement, and supersedes all representations, undertakings and agreements previously made between the parties with respect to the subject matter of this Agreement. Consequently, any and all pre-printed standard terms (e.g. on a purchase order, order acknowledgement, pop-up license or invoice) shall not have any applicability unless the other party has expressly accepted the relevant term in writing, through an amendment to this Agreement. 12.2 This Agreement may be modified only by a written document duly signed by the parties and referencing this Agreement. 12.3 The failure by either party to enforce any provisions of this Agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof. 12.4 If any provision of this Agreement would at any time be in conflict with any law or regulation compulsorily applicable to this Agreement, the parties shall endeavour to amend such provision, so that the intent of this Agreement may be carried out to the extent legally possible. The invalidity, because of any such law or regulation, of provisions of this Agreement which are not fundamental to its performance shall not relieve any party from its obligations under the other provisions of this Agreement, nor deprive any party of the benefits of such other provisions. 12.5 Partner may not assign this Agreement without the prior written consent of the other party. 12.6 Any notice required or permitted to be given by either party under this Agreement shall be in writing and may be sent by electronic mail. Such notice shall be deemed to be given, on the day of dispatch of the letter of confirmation.
13. GOVERNING LAW AND ARBITRATION 13.1 This Agreement shall be governed by and construed in accordance with the laws of Slovakia, without regard to its conflict of laws rules. 13.2 Any dispute, controversy or claim arising out of, or in relation to, this contract, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers’ Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The arbitral proceedings shall be conducted in English language. The number of arbitrators shall be one or three. The seat of the arbitration shall be Zurich. 13.3 The parties undertake and agree that all arbitral proceedings conducted under this Article 13 shall be kept confidential, and all information, documentation, materials in whatever form disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings.