HID GLOBAL CORPORATION
LIMITED INTERNAL EVALUATION AGREEMENT
IMPORTANT-READ CAREFULLY: BY CLICKING THE "I ACCEPT" BUTTON OR USING THE LICENSED PRODUCT PROVIDED HEREUNDER, YOU AS THE “LICENSEE” AGREE TO ALL THE TERMS OF HID GLOBAL CORPORATION LIMITED INTERNAL EVALUATION AGREEMENT (THE “AGREEMENT”) WITH HID GLOBAL CORPORATION (“HID”) REGARDING LICENSEE'S USE OF THE LICENSED PRODUCT. IF LICENSEE DOES NOT AGREE WITH ALL OF THESE TERMS, DO NOT INSTALL, COPY OR OTHERWISE USE THE LICENSED PRODUCT, CLICK ON THE "I DISAGREE" BUTTON AND THE INSTALLATION PROCESS FOR THE LICENSED PRODUCT WILL NOT CONTINUE AND LICENSEE WILL NOT BE ABLE TO USE THE LICENSED PRODUCT.
"Licensed Product" means the HID Developer Toolkit, including, without limitation, associated hardware product, any sample cards or media, sample code, APIs, drivers, any user manuals, technical specifications, and other documentation, whether in hard copy or digital form, provided to Licensee by HID under this Agreement.
"Evaluation Purpose" means Licensee’s internal evaluation of the suitability of incorporating or bundling the Licensed Product with Licensee's products and internal testing and development of product which utilizes and interoperates with the Licensed Product.
2.0 LIMITED LICENSE
2.1 Subject to and conditioned upon Licensee’s compliance with the terms of this Agreement, HID grants to Licensee, a non-exclusive, non-transferable, royalty-free and limited license to view, install and use the Licensed Product internally for the Evaluation Purposes only.
2.2 No licenses are granted to Licensee for any other purpose.
2.3 The sample code, API's and/or other software provided under this Agreement are distributed to Licensee in aggregation with various third party software ("Third Party Software"). The Third Party Software is distributed to Licensee under the terms of various "open source" license agreements which are incorporated herein by reference. Licensee agrees that it will comply with the terms of such Third Party Software licenses. Except for Sections 7.0 and 8.2 below, the terms of this Agreement do not apply to such Third Party Software. Please review the notices file that accompanies the Licensed Product for these notices and requirements.
3.0 LICENSE RESTRICTIONS AND OWNERSHIP
3.1 Except as expressly permitted in Section 2.0, above, Licensee may not duplicate Licensed Product other than for a single copy of Licensed Product for archival purposes only. Licensee agrees to reproduce any copyright and other proprietary right notices on any copies.
3.2 Except as otherwise provided by law, Licensee may not modify or create derivative works of the Licensed Product, or reverse engineer, disassemble or decompile binary portions of the Licensed Product, or otherwise attempt to derive the source code from such portions.
3.3 No right, title, or interest in or to Licensed Product, any trademarks, service marks, or trade names of HID or HID's licensors is granted under this Agreement.
3.4 Licensee may not sell, rent, loan, lease, sublease, assign, or otherwise transfer or dispose of the Licensed Product in whole or in part, to any third party. Licensee shall have no right to use the Licensed Product for productive or commercial use or distribution. Licensee's right to re-distribute HID product shall be subject to a separate written agreement between the parties.
3.5 Ownership of and title to the Licensed Product will remain with HID or its vendors at all times. Licensee will not represent or assert any ownership interest in the Licensed Product and will act as HID’s bailee for the Licensed Product. Licensee agrees that HID may request Licensee to attach HID’s or its vendors’ ownership label on the Licensed Product at any time during the Evaluation Period. Licensee will keep the Licensed Product free of liens, attachments and other encumbrances during such time as the Licensed Product is at Licensee’s location.
3.6 Risk of loss of or damage to the Licensed Product transfers to Licensee upon delivery of the Licensed Product, except for loss or damage caused by HID, its employees, agents or subcontractors.
4.0 SUPPORT AND UPDATES
[HID is under no obligation to provide Licensee with updates or error corrections of the Licensed Product (collectively "Product Updates"). If HID, at its sole option, supplies Product Updates to Licensee, the Product Updates will be considered part of Licensed Product, and subject to the terms of this Agreement. [Notwithstanding the foregoing, HID will provide Licensee with its standard support on the use of the Licensed Product as described at www.hidglobal.com/services.]
5.0 TERM AND TERMINATION OF AGREEMENT
5.1 This Agreement will be deemed to commence on the date on which Developer receives Licensed Product (the "Effective Date") and will expire two (2) years from the Effective Date ("Evaluation Period"), unless terminated earlier as provided herein.
5.2 Either party may terminate this Agreement upon ten (10) days' written notice to the other party. However, HID may terminate this Agreement immediately should any Licensed Product become, or in HID's opinion be likely to become, the subject of a claim of infringement of a patent, trade secret or copyright.
5.3 HID may terminate this Agreement immediately should Licensee materially breach any of its provisions or take any action in derogation of HID's rights to the Confidential Information licensed to Licensee.
5.4 Upon termination or expiration of this Agreement, Licensee will immediately cease all use of the Licensed Product. Within five (5) business days of the termination or expiration of this Agreement, Licensee will destroy (and certify destruction of) the Licensed Product, including, without limitation, all copies of the software included with the Licensed Product, in whole or in part, including all permitted archival and back-up copies. Licensee shall not dispose of the Licensed Product as urban waste. Licensee is responsible for properly destroying the Licensed Product in accordance with applicable laws. If Licensee has questions regarding these obligations, Licensee may consult with local authorities for more information on proper destruction methods. An incorrect destruction of Licensed Product may cause damages to the environment and may be punishable by law.
5.5 The following sections of this Agreement shall survive and will remain in effect after termination or expiration of this Agreement: 1, and 4 -11.
6.0 CONFIDENTIAL INFORMATION
6.1 For purposes of this Agreement, "Confidential Information" means: (i) business and technical information and any source code or binary code, which HID discloses to Licensee related to Licensed
Product; (ii) Licensee's feedback based on Licensed Product; and (iii) the terms, conditions, and existence of this Agreement. Licensee may not disclose or use Confidential Information, except for the
purposes specified in this Agreement. Licensee will protect the Confidential Information with the same degree of care, but not less than a reasonable degree of care, as Licensee uses to protect its own
Confidential Information. Licensee's obligations regarding Confidential Information will expire no less than five (5) years from the date of receipt of the Confidential Information, except for HID source code
which will be protected in perpetuity. Licensee agrees that Licensed Product contains HID trade secrets.
6.2 Notwithstanding any provisions contained in this Agreement concerning nondisclosure and non-use of the Confidential Information, the nondisclosure obligations of Section 6.1 will not apply to any
portion of Confidential Information that Licensee can demonstrate in writing is: (i) now, or hereafter through no act or failure to act on the part of Licensee becomes, generally known to the general
public; (ii) known to Licensee at the time of receiving the Confidential Information without an obligation of confidentiality; (iii) hereafter rightfully furnished to Licensee by a third party without restriction on disclosure; or (iv) independently developed by Licensee without any use of the Confidential Information.
6.3 Licensee must restrict access to Confidential Information to its employees or contractors with a need for this access to perform their employment or contractual obligations and who have agreed in writing to be bound by a confidentiality obligation, which incorporates the protections and restrictions substantially as set forth in this Agreement.
7.0 DISCLAIMER OF WARRANTY
LICENSED PRODUCT IS PROVIDED "AS IS". ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
8.0 LIMITATION OF LIABILITY
8.1 Licensee acknowledges that the Licensed Product may be experimental and that the Licensed Product may have defects or deficiencies, which cannot or will not be corrected by HID. Licensee will hold HID harmless from any claims based on Licensee's use of the Licensed Product for any purposes other than those of the Evaluation Purpose, and from any claims that later versions or releases of any Licensed Product furnished to Licensee are incompatible with the Licensed Product provided to Licensee under this Agreement. Licensee is responsible for determining whether the Licensed Product will be suitable for Licensee's intended use or application and will achieve Licensee's intended results.
8.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HID BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT, EVEN IF HID HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ADDITIONALLY, IN NO EVENT SHALL HID'S LICENSORS BE LIABLE FOR ANY DAMAGES OF ANY KIND.
9.0 U.S. GOVERNMENT RESTRICTED RIGHTS
If this technology is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in the Licensed Product and accompanying documentation shall be only as set forth in this Agreement; this is in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions).
10.1 Neither party shall disclose the terms and conditions of this Agreement to any third party, except as may be required to implement and enforce the terms of this Agreement, or as may be required by legal procedure or by law. Neither party shall, without first obtaining the written consent of the other party, announce this Agreement in a press release or other promotional material. Licensee may refer to the Licensed Product by the associated HID Trademarks (as defined below), provided that such reference is truthful and not misleading and complies with Section 11.2 below.
10.2 "HID Trademarks" means all names, marks, logos, designs, trade dress, and other brand designations used by HID in connection with HID products. Licensee is granted no right, title, or license to, or interest in, any HID Trademarks.
11.0 GENERAL TERMS
11.1 Any action relating to or arising out of this Agreement will be governed by California law, excluding choice of law rules, and controlling U.S. federal law. The U.N. Convention for the International Sale of Goods and the choice of law rules of any jurisdiction will not apply.
11.2 Licensed Product and technical data delivered under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such laws and regulations and acknowledges that it has the responsibility to obtain such licenses to export, re-export or import as may be required after delivery to Licensee.
11.3 It is understood and agreed that, notwithstanding any other provision of this Agreement, Licensee's breach of the provisions of Section 6 of this Agreement will cause HID irreparable damage for which recovery of money damages would be inadequate, and that HID shall therefore be entitled to seek timely injunctive relief to protect HID's rights under this Agreement in addition to any and all remedies available at law.
11.4 Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that HID may assign this Agreement to an affiliated company.
11.5 This Agreement is the parties' entire agreement relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter, including other licenses contained within Licensed Product. No modification to this Agreement will be binding, unless in writing and signed by an authorized representative of each party.