Terms of Service for Evaluation of
MyScript® Cloud Development Kit™

V3.0 - November 18, 2016

MyScript® and Myscript Cloud Development Kit™ are registered trademarks or trademarks of MyScript (www.myscript.com). Myscript recommends that you print or download this agreement before using the Service, for your records.

IT IS IMPORTANT THAT YOU READ THIS AGREEMENT CAREFULLY AND COMPLETELY. THESE TERMS OF SERVICE ARE A LEGALLY BINDING AGREEMENT (HEREINAFTER THE “AGREEMENT”) BETWEEN YOU (EITHER AN INDIVIDUAL OR SINGLE COMPANY, HEREINAFTER OR "LICENSEE") AND MYSCRIPT (FRENCH COMPANY LOCATED AT 3 RUE DE LA RAINIERE, 44339 NANTES CEDEX 3, FRANCE; HEREINAFTER "MYSCRIPT").

BY DOWNLOADING, INSTALLING OR USING ANY PORTION OF THE MYSCRIPT CLOUD SERVICES, ITS API AND ASSOCIATED DOCUMENTATION (COLLECTIVELY, THE “SERVICE”), LICENSEE IS BOUND BY THE FOLLOWING AGREEMENT, AND REPRESENTS TO MYSCRIPT THAT THEY ARE DULY AUTHORIZED TO DO SO.

1. SERVICE

1.1 License grant. MYSCRIPT grants to Licensee a non-exclusive, non-transferable, time-limited, personal and royalty-free license to use the Service, for the purpose of performing the testing and evaluation of the Service, on an internal business basis only and subject to the limitations and conditions described below. Licensee may under no circumstances distribute or redistribute access to the Service for any purpose.

1.2 Demonstration. Should Licensee intend to conduct supervised demonstrations of their products to potential customers, investors or agents, using the Service, 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 using the Service shall be taken back by Licensee at the end of the demonstration and in no way left to the said customers, investors or agents.

1.3 Modifications. MYSCRIPT reserves the right to (i) change the form and nature of the Service that MYSCRIPT provides with or without notice and at any time, and (ii) cease providing all or any part of the Service immediately without any notice.

1.4 Prohibited Uses. Licensee is responsible for its own conduct and content while using the Service and for any consequences thereof. Licensee agrees that when using the Service, Licensee will not, and will not permit users or other third parties, without being limited to, to (i) use the Service for any illegal or unauthorized purpose; (ii) attempt to reverse engineer the Service; (ii) interfere with or disrupt the Service or servers or networks connected to the Services; or (iii) create user accounts by automated means or under fraudulent pretenses.

2. PROPRIETARY RIGHTS

As between Licensee and MYSCRIPT, Licensee acknowledges that MYSCRIPT owns all right, title and interest, including without limitation all intellectual property rights, in and to the Service and that Licensee shall not acquire any right, title, or interest in or to the Service, except as expressly set forth in this AGREEMENT.

3. PRIVACY POLICY

For information about MYSCRIPT’s data protection practices, please read MYSCRIPT’s privacy policy at http://www.myscript.com/privacy-policy. This policy explains how MYSCRIPT treats Licensee’s personal information, and protects its privacy when using the Service.

4. TERM AND TERMINATION

4.1 Term. The Service shall commence on the first date of subscription to the Service by Licensee, and shall continue for an undetermined period of time, unless terminated as provided herein.

4.2 Termination. a. Licensee may terminate this Agreement at any time by discontinuing its use of the Service and notifying MYSCRIPT of such termination at the following email address: termination.developer@myscript.com. b. MYSCRIPT may terminate this Agreement at any time with or without cause provided that reasonable notice is given.

4.3 Effect of Termination. Upon the termination of the Agreement for any reason (a) all rights granted herein shall terminate and (b) Licensee shall immediately cease using the Service.

5. NO TECHNICAL SUPPORT

Licensee acknowledges and accepts that MYSCRIPT provides no technical support to Licensee. Any technical questions may be submitted on MYSCRIPT developer forum: http://developer-support.myscript.com/support/discussions/

6. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT: a. LICENSEE’S USE OF THE SERVICE IS AT ITS SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MYSCRIPT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. b. MYSCRIPT MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET LICENSEE’S REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY LICENSEE THROUGH THE SERVICE WILL MEET LICENSEE’S EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

7. LIMITATION OF 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 8 BELOW, 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 SERVICE, 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.

8. CONFIDENTIALITY

"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.

9. MISCELLANEOUS

9.1 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.

9.2 Choice of Law; 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.

9.3 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.

9.4 Notice. 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 legal@myscript.com 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.

9.5 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, and 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.

9.6 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”.

9.7 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.

9.8 Privacy Policy. For information about MYSCRIPT’s data protection practices, please read MYSCRIPT’s privacy policy at http://www.myscript.com/privacy-policy. This policy explains how MYSCRIPT treats Licensee’s personal information, and protects its privacy.

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