V3.0 - November 18, 2016
MyScript® and Myscript Application Toolkit™ are registered trademarks or trademarks of MyScript (www.myscript.com). Myscript recommends that you print or download this agreement before using the software, for your records.
1. LICENSE RIGHTS
1.1 License Grant. MYSCRIPT grants Licensee a non-exclusive, non-transferable, non-sublicensable, and royalty-free license to install, test, use, process and compile the Software internally, solely for purposes of evaluating the Software and/or testing it in connection with Licensee’s products and services during the Evaluation Period. Licensee may under no circumstances distribute or redistribute the Software for any purpose.
1.2 Demonstration. Should Licensee intend to conduct supervised demonstrations of their products integrating the Software to potential customers, investors or agents, then Licensee (i) shall inform MyScript of its intention to perform such demonstrations and (ii) shall reference MyScript as a technology partner in the course of such demonstrations. For the sake of clarity “supervised demonstrations” shall mean that any of Licensee’s products integrating the Software shall be taken back by Licensee at the end of the demonstration and in no way left to the said customers, investors or agents.
2. TERM AND TERMINATION
2.1 Term. The term of this Agreement and any license rights granted therein shall begin from the date Licensee registered for the Software and shall continue for an undetermined period of time (the “Evaluation Period”).
2.2 Right of Termination. MYSCRIPT or Licensee shall have the right to terminate this Agreement with or without cause at any time provided that reasonable notice is given. For termination by Licensee, notice must be given at the following email address: email@example.com. 2.3 Termination Procedure. Within three (3) days of the termination of this Agreement, Licensee agrees to destroy any copy of the Software including any original, backup or archival copy Licensee may have installed, downloaded or recorded on any computer, memory system, or magnetic or optical medium. Upon MYSCRIPT’s written request, Licensee shall confirm in writing that it has complied with this present obligation.
Except as expressly authorized in writing by MYSCRIPT, Licensee shall not: (a) modify or create any derivative works of the Software or any documentation delivered therewith; (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Software; (c) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Software; (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software.
4. NO TECHNICAL SUPPORT
Licensee acknowledges and accepts that MYSCRIPT provides no technical support to Licensee. Any technical questions may be submitted on MYSCRIPT’s developer forum: http://developer-support.myscript.com/support/discussions/.
5. PROPRIETARY RIGHTS
As between the Parties, MYSCRIPT retains exclusive ownership of any and all rights, title and interest (including patent rights, copyrights, trade secret rights, mask work rights and any other intellectual property and other proprietary rights throughout the world) in and to the Software, and all copies (by whomever made) thereof. The license does not constitute a sale of the Software, or any portion thereof. Each Party recognizes that MYSCRIPT grants no licenses except for the license expressly set forth herein.
"Confidential Information" shall mean, but is not limited to all services, data, drawings, benchmark tests (i.e., without being limited to, the quality of the handwriting recognition) using the Service, specifications, trade secrets, object code and source code, products, designs, opportunities, finances, research, development, know-how, technologies, personnel, or third party confidential information and any other proprietary information supplied by a party to the other party whether conveyed in writing or any other form, tangible or not. Confidential Information shall not include information which: (a) is previously rightfully known to the receiving Party without restriction on disclosure; (b) is or becomes, from no act or failure to act on the part of the receiving Party, generally known in the relevant industry or public domain; (c) is disclosed to the receiving Party by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by the receiving Party without use of the Confidential Information. Each Party shall not disclose or use any Confidential Information and shall hold all Confidential Information in the strictness confidence during the term of this agreement and for a period of two (2) years after the termination of this agreement for whatever reason. If a receiving Party is legally compelled to disclose any of the disclosing Party’s Confidential Information, it shall first inform the disclosing Party so as it may take the necessary measures to protect the Confidential Information.
7. DISCLAIMER OF WARRANTIES
Each Disclosing Party warrants that it has the right to make the disclosures under this Agreement. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, NO OTHER WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT. ANY INFORMATION, SOFTWARE, OR OTHER MATERIALS EXCHANGED, SERVICES OR ADVICE PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. MYSCRIPT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES THAT THE SOFTWARE IS FREE OF DEFECTS, VIRUS FREE, AND ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, THAT THE FUNCTIONALITY OF THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, OR THAT ERRORS IN THE SOFTWARE WILL BE CORRECTED, AND THE IMPLIED WARRANTIES THAT THE SOFTWARE IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. FURTHER, MYSCRIPT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
8. LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, AND EXCEPT FOR BODILY INJURY OR DEATH OF A PERSON, OR THE BREACH BY EITHER PARTY OF THE OBLIGATIONS OF CONFIDENTIALITY IN SECTION 6 ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE ARISING OUT OF THE POSSESSION OF, USE OF, OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES, DATA LOSS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM OR LIABILITY IS BASED UPON ANY CONTRACT, TORT, BREACH OF WARRANTY OR OTHER LEGAL OR EQUITABLE THEORY.
9. OTHER BUSINESS ACTIVITIES
Nothing in this Agreement will be construed as a representation or agreement to affect or limit either Party’s present and future business activities of any nature. This Agreement does not create any agency or partnership relationship. Nothing in this Agreement will be construed as a representation or agreement that Licensee will not develop or have developed for its products, concepts, systems or techniques contemplated by or embodied in the Software or Confidential Information, provided that Licensee does not violate any of its obligations under this Agreement in connection with such development.
Any notice required to be given under this Agreement by MYSCRIPT shall be given in writing via email or through the Licensee’s account on MyScript Developer. Any notice required to be given under this Agreement by Licensee shall be given in writing via email to the address firstname.lastname@example.org or by registered letter at MyScript, 3 rue de la Rainière, Parc Club du Perray, 44339, Nantes Cedex 3, France. All notices shall be deemed to have been given upon receipt.
11. GENERAL PROVISIONS
11.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings and communications between the Parties with respect to such subject matter. No modification or amendment to this Agreement shall be effective unless in writing and executed by a duly authorized representative of each Party.
11.2 Choice of Law and Jurisdiction. This Agreement is made under and shall be governed by and construed in accordance with the laws of France regardless of any conflict of laws. If not amicably settled between the Parties, any dispute shall be submitted to and definitively settled by the jurisdiction of the French courts of Paris.
11.3 Assignment. Licensee shall not have the right or power to assign any of its rights, or delegate the performance of any of its obligations, under this Agreement without the prior written authorization of MYSCRIPT, which MYSCRIPT may withhold at its sole discretion. MyScript reserves the right to assign this Agreement or transfer its rights and obligations under this Agreement to another entity. MyScript shall inform the Licensee of any such transfer or assignment with reasonable prior notice.
11.4 Partial Invalidity and Waiver. If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, all other provisions of this Agreement shall remain in full force and effect. A waiver by either Party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.
11.5 Force Majeure. Neither Party shall be in default or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from any case of force majeure as defined by the French “Cour de Cassation”.
11.6 Subject Headings. The subject headings of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any provision of this Agreement.