SECUGEN SDK LICENSE AGREEMENT

 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

This is a legal agreement between you and SecuGen Corporation (“SecuGen”).

The subject of this License Agreement is SecuGen’s Software Development Kit or Software Development Kit Plugin (“SDK”). The SDK includes computer software and documentation, and may include sample code, tools, authorization keys, and updates.

 

1. ACCEPTANCE

To use the SDK, you must first agree to the License Agreement. You may not use the SDK if you do not accept the License Agreement. By clicking to accept, downloading, or using the SDK, you hereby agree to the terms of the License Agreement.

You may not use the SDK and may not accept the License Agreement if you are a person barred from receiving the SDK under the laws of the United States or other countries including the country in which you are resident or from which you use the SDK.

If you will use the SDK internally within your company or organization, you agree to be bound by the License Agreement on behalf of your employer or organization, and you represent and warrant that you have full legal authority to bind your employer or organization to the License Agreement. If you do not have the requisite authority, you may not accept the License Agreement or use the SDK on behalf of your employer or organization.

 

2. GRANT OF LICENSE

Subject to the terms and conditions of this License Agreement, SecuGen grants you a limited, non-exclusive, non-transferable right to use the SDK only for the following purposes (a) to modify or merge all or part of the sample code in the SDK with your application program; (b) to make your application compatible with SecuGen devices or fingerprint images obtained from SecuGen devices; and (c) to distribute the sample code, whether modified or partial, or other parts of the SDK, only in object code form as part of your application.

 

3. RESTRICTIONS AND OBLIGATIONS

You may not: (a) use this SDK to develop application programs that process fingerprint images obtained from devices other than SecuGen devices or to develop another SDK; (b) copy (except for backup purposes), adapt, reverse engineer, decompile, or disassemble any portion of the SDK; (c) rent, lease, transfer, sublicense, sell, assign or distribute any portion of the SDK to any third party; (d) give to any third party the ability to access any application programming interface that provides the same or similar functions as some or all of the functions provided by the SDK; (e) license the SDK if you are a direct competitor of SecuGen for the purposes of monitoring the performance or functionality or for any other benchmarking or competitive purposes; (f) remove, alter or obscure any proprietary notices; (g) alter, disable or circumvent any licensing or control features that limit the usage of the SDK; or (h) use the SDK for any purpose not expressly permitted by the License Agreement.

If a license fee or royalty is required for using the SDK, you must pay the license fee or royalty to maintain your rights granted under this License Agreement.

You agree to use the SDK to develop applications only for purposes that are permitted by this License Agreement and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries). You agree that you are solely responsible for (and that SecuGen has no responsibility to you or to any third party for) any data that you capture, process, transmit, display or store through your application.

 

4. OWNERSHIP AND COPYRIGHT

You acknowledge that the SDK is licensed and not sold under this License Agreement. You agree that SecuGen or third parties owns all legal right, title and interest in and to the SDK, including any Intellectual Property Rights that subsist in the SDK. “Intellectual Property Rights” means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights recognized in any jurisdiction worldwide. This License Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks or any other rights in respect to the items in the SDK. Nothing in this License Agreement gives you a right to use any of SecuGen’s trade names, trademarks, logos, domain names, or other distinctive brand features. You agree to protect all copyright and other ownership interests of SecuGen or third parties in all items in the SDK. SecuGen reserves all rights not expressly granted to you.

Nothing in the License Agreement gives SecuGen any right, title or interest from you (or your licensors) under the License Agreement in or to any applications that you develop using the SDK, including any intellectual property rights that subsist in those applications.

 

5. TERMINATION

This License Agreement will continue to apply until it is terminated. You may write to SecuGen that you intend to terminate the License Agreement. SecuGen may suspend or terminate this License Agreement upon thirty (30) day prior written notice or immediately if you become subject to bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; if you infringe or misappropriate SecuGen’s intellectual property; if you breach this License Agreement; or if we receive a subpoena, court order, or other request from a law enforcement agency. Upon termination, you must (a) stop using the SDK, (b) destroy or return all copies of the SDK, and (c) stop distributing your application. All provisions of this License Agreement will survive except for Section 2 (Grant of License).

 

6. DISCLAIMER OF WARRANTY

You expressly understand and agree that your use of the SDK is at your sole risk and that the SDK is provided “AS IS” without warranty of any kind from SecuGen. SecuGen further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement. Your use of the SDK and any material downloaded or otherwise obtained by using the SDK is at your own discretion and risk. You are solely responsible for determining and verifying that the SDK that you obtain and install is the appropriate version for your operating system, computer hardware, and peripherals.

 

7. LIMITATION OF LIABILITY

You expressly understand and agree that SecuGen, its affiliates and licensors shall not be liable to you under any theory of liability for any direct, indirect, incidental, special, consequential or exemplary damages that may be incurred by you, including any loss of data, whether or not SecuGen or its representatives have been advised of or should have been aware of the possibility of any such losses arising.

 

8. INDEMNIFICATION

You agree to defend, indemnify and hold harmless SecuGen, its affiliates and suppliers, from and against any claims, suits, proceedings or threats thereof and any loss, damage, liability and other expense (including reasonable attorneys’ fees), resulting from (a) your use of the SDK or distribution of your application, or (b) any breach of this License Agreement by you.

 

9. SECUGEN DEVELOPMENT

You acknowledge that SecuGen is currently developing or may develop technologies and products in the future that have or may have design or functionality similar to applications that you may develop based on the SDK. Nothing in this License Agreement shall impair, limit or curtail SecuGen’s right to continue with its development, maintenance or distribution of SecuGen’s technology or products. If you own any patent arising out of or in connection with this SDK, you agree that you will not assert in any way such patent against SecuGen, its affiliates, or their customers, direct or indirect, agents and contractors for the manufacture, use, import, licensing, offer for sale or sale of any SecuGen products.

 

10. OPEN SOURCE SOFTWARE

Use, reproduction and distribution of any components of the SDK that are licensed under an open source software license are governed solely by the terms of that open source software license and not the License Agreement. You agree to remain a licensee in good standing in regard to such open source software licenses under all the rights granted and to refrain from any actions that may terminate, suspend, or breach such rights.

You are not licensed to (and you agree that you will not) integrate or use this SDK with any Viral Open Source Software or otherwise take any action that could require disclosure, distribution, or licensing of all or any part of the SDK in source code form. For the purposes of this section, “Viral Open Source Software” shall mean software licensed under the GNU General Public License, the GNU Lesser General Public License, or any other license terms that could require, or condition your use, modification, or distribution of such software on, the disclosure, distribution, or licensing of any other software in source code form, for the purpose of making applications, or at no charge. Any violation of the foregoing provision shall immediately terminate your license and other rights to the SDK granted under this License Agreement.

 

11. GENERAL

Integration. This License Agreement constitutes the entire agreement between the parties relating to the SDK and supersedes any prior or contemporaneous communications, agreement and understandings, oral or written, between the parties relating to the SDK. If other terms or conditions included with the SDK conflict with this License Agreement, this License Agreement shall prevail and control with respect to the SDK. No variation of the terms of this License Agreement will be enforceable against SecuGen unless SecuGen gives its express consent, in writing signed by an officer of SecuGen. If any provision of this License Agreement is held to be unenforceable, illegal or void, the remaining provisions will be unaffected and will remain in full force and effect.

Governing Law. This License Agreement is governed by the laws of the State of California without regard to any conflict of laws provisions. You agree to submit to the exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from the License Agreement. Notwithstanding this, you agree that SecuGen shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Assignment. The License Agreement may not be assigned or transferred by you without the prior written approval of SecuGen, and any attempted assignment without such approval will be void. You shall not delegate your responsibilities or obligations under the License Agreement without the prior written approval of SecuGen.

Waiver. None of the provisions of this License Agreement shall be deemed to have been waived by any act or acquiescence on the part of SecuGen, its agents or employees, but only by an instrument in writing signed by an officer of SecuGen.
Third Party Rights. This License Agreement does not create any rights for any person who is not a party to it, and no person not a party to this License Agreement may enforce any of its terms or rely on an exclusion or limitation contained in it.

Export Restrictions. The SDK delivered to you under this License Agreement is subject to United States export control laws and regulations and may also be subject to import and export laws of the jurisdiction in which it was accessed, used, or obtained, if outside the United States. You shall abide by all applicable export control laws, rules, and regulations applicable to the SDK. You agree that you are not located in or a resident of any prohibited country, or are not under the control of any person or entity prohibited to receive the SDK due to export restrictions and that you will not export, re-export, transfer, or permit the use of the SDK, in whole or in part, whether or not incorporated in your application, to or in any of such countries or to any of such persons or entities.

U.S. Restricted Rights. If you are an agency or instrumentality of the United States Government, the SDK is “commercial computer software,” the documentation contained in the SDK is “commercial computer software documentation” as specified in FAR 12.212 or DFARS 227.7202, and, as applicable, the use, reproduction and disclosure of the SDK is governed by the terms of this License Agreement.

GSD1-0318

SecuGen Corporation, 2065 Martin Avenue, Suite 108, Santa Clara, California 95050