Apple Computer, Inc. QuickDraw GX to PostScript Translation Library License Agreement

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE PRESSING THE "AGREE" BUTTON BELOW.  BY PRESSING "AGREE," YOU ("LICENSEE") ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, PRESS "DISAGREE."

In consideration for the rights granted and the obligations undertaken herein, Apple Computer, Inc. ("Apple") and Licensee agree that the following terms and conditions shall govern Licensee's use and distribution of the Apple Software.

1.
Definitions.
1.1
"Apple Software" means the Apple software known as “QuickDraw GX to PostScript Translation Library,” whether in source or object code form, and any modifications licensed by Apple to Licensee hereunder.  Other versions of the Apple Software, including any other existing or later versions, releases, updates, modification, enhancements or extensions are not included.  Apple has no obligation to make any other such versions etc. available, and the terms and conditions, including without limitation, pricing, applicable to the licensing of any such later versions etc., would be set by Apple at the time, in its sole discretion, decides to make them available.

1.2
"End-User" means an individual or entity that licenses Licensee Programs for his or its own personal or business purposes, and not for license to others.

1.3
"Licensee Programs" means computer programs developed or reproduced by or for Licensee, which operate on the same operating system for which the Apple Software is designed. 

1.4  
"Licensee’s Site" means any of the following:

a.  Licensee’s page/URL on the World Wide Web

b.  Licensee’s FTP site

c.  Licensee’s online service

1.5
"Object Code" means the object code resulting from the compilation of the Source Code as part of Licensee Programs.

1.6
"Source Code" means the Apple Software in human readable, compilable form.

2.
License.
2.1
Apple grants to Licensee a fully paid, royalty-free, worldwide, nonexclusive, nontransferable license to use, modify, create derivative works from and reproduce the Source Code for the sole purpose of incorporating it into Licensee Programs.  

2.2
Apple further grants to Licensee a worldwide, nonexclusive, nontransferable, license to use, reproduce, have reproduced and distribute the Object Code to End-Users, directly or through distributors, solely in conjunction with the distribution of Licensee Programs.  This license grant is expressly conditioned upon Licensee’s compliance with the following requirements:

(a)
All distributions of the Object Code, in whole or in part, to End-Users must be subject to an End-User Software License Agreement no less restrictive or materially less protective of Apple and Apple's rights than the Software License attached hereto as Exhibit A.  It is Licensee's responsibility to use an End-User Software License Agreement which complies with the laws of the jurisdiction; and  

(b)
For distribution of the Object Code, in whole or in part, via the Internet or an online service, the following requirements must be met: 

(i)  An End-User Software License Agreement must be presented on the screen and the End-User must verify that it has read and agreed to the terms of said End-User Software License Agreement before the End-User can view or download the Licensee Program incorporating the Object Code.  The End-User Software License Agreement must be accessible to End-Users at all other times, whenever technically feasible. 

(ii)  Licensee will provide Apple with access to Licensee's Site and any software necessary to access Licensee's Site for the term of this Agreement at no charge to Apple for the purpose of verifying Licensee’s compliance with the terms of this Agreement.

2.3
Licensee acknowledges that the Apple Software is the proprietary information of Apple and that Apple retains all right, title, and interest in and to the Apple Software, including without limitation all copyrights, patents, trade secrets and other proprietary rights.  Licensee may not use, reproduce, sublicense, distribute or dispose of the Apple Software, in whole or in part, other than as permitted under this Agreement. 

2.4
If Apple requests in writing, Licensee shall provide Apple with an archive copy of Licensee Programs in object code form for the sole purpose of monitoring Licensee's compliance with the terms of this Agreement, and Licensee's modifications to the Apple Software in source code and object code form.

2.5
Licensee hereby grants to Apple a fully paid, royalty-free, irrevocable, nonexclusive, worldwide, perpetual license to use, modify, reproduce, create derivative works from, and distribute (directly and indirectly ) Licensee's modifications to the Apple Software, in source and object code form, and the right to grant such rights to others.  

3.
Disclaimer of Warranty.
Apple licenses the Apple Software to Licensee on an "AS IS" basis.  APPLE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE APPLE SOFTWARE OR ITS USE AND OPERATION ALONE OR IN COMBINATION WITH LICENSEE PROGRAMS.  Neither Licensee, its employees, agents, or distributors have any right to make any other representation, warranty or promise with respect to the Apple Software.  Licensee understands and agrees that Apple will have no obligation to provide Licensee, Licensee's End Users, distributors or any third party, with any technical, engineering or other support with respect to the Apple Software.

4.
Limitation of Liability.
In no event shall Apple be liable for special, indirect, incidental or consequential damages arising from the use, sale or distribution of Apple Software by Licensee or any third party, whether under theory of contract, tort (including negligence), product liability or otherwise.  In no event shall Apple's liability under this Agreement exceed the amount of $500.

5.
Labeling.
5.1
As a condition of Apple's license grant in Paragraph 2, Licensee shall not remove any copyright notices or proprietary legends contained within the Apple Software.  Further, Licensee shall include a copyright notice in Licensee Programs reflecting the copyright ownership of Licensee and Apple as follows:

Copyright © [Date] [Licensee Name] and its licensors

All rights reserved.

5.2
During the term of this Agreement, Apple may revise the notice language required by Paragraph 5.1 above, and the notice and disclaimer language in the End-User Software License Agreement.  For distribution via the Internet or online service, Licensee shall incorporate such revisions promptly upon receipt of Apple’s notice; for any other form of distribution, Licensee shall incorporate such revisions within ninety (90) days of written notice from Apple. 

5.3
This Agreement grants no license under any trademarks, service marks, or tradenames of Apple. Licensee may use trademarks and service marks of Apple (but excluding logos) in advertising, brochures, packaging on promotional material to denote compatibility with Apple products in compliance with Apple's Trademark Guidelines attached hereto as Exhibit B (which Apple may amend from time to time) or as authorized in any separate trademark license agreement with Apple. Any violation of these Guidelines shall be cause for termination in accordance with the provisions of Paragraph 10.

6.
Confidentiality.
6.1
"Confidential Information" will mean the Source Code and any modifications made by Licensee hereunder in source code form, and any trade secrets related to the foregoing, provided, however that "Confidential Information" will not include information that:  1) is now or subsequently becomes generally available to the public through no fault or breach on the part of Licensee; 2) Licensee can demonstrate to have had rightfully in its possession prior to disclosure to Licensee by Apple; 3) is independently developed by Licensee without the use of any Confidential Information; or 4) Licensee rightfully obtains from a third party who has the right to transfer or disclose it.

6.2
Licensee will not disclose, publish, distribute or disseminate Confidential Information to anyone other than those of its employees or contractors with a demonstrable need to know who have binding, written confidentiality obligations to Licensee that protect such Confidential Information against unauthorized disclosure.  

6.3
Licensee hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to Apple that may be difficult to ascertain.  Accordingly, Licensee agrees that Apple will have the right to obtain immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.  

7.
No Indemnification by Apple.
Apple shall have no obligation to indemnify, defend or hold harmless Licensee from and against any claim that the Apple Software infringes any third party patent, copyright, or other intellectual property right.  Licensee shall promptly notify Apple of any such claim.  

8.
Indemnification by Licensee.
Licensee shall indemnify, defend and hold Apple harmless from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable fees of attorneys and other professionals) arising out of or in connection with Licensee's and its distributors’ distribution of the Apple Software, the use of the Apple Software incorporated in Licensee Programs, or any use or distribution of modifications to the Apple Software made by Licensee hereunder.  Apple shall promptly notify Licensee of any such claim and shall provide reasonable cooperation and assistance in connection with such claims.

9.
Export.
Licensee may not export or reexport the Apple Software except as authorized by United States law and the laws of the jurisdiction in which the Apple Software was obtained.  In particular, but without limitation, none of the Software may be used or otherwise exported or reexported (i) into (or to a national or resident of) a United States embargoed country or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders.  By using the Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list..  

10.
Breach and Termination.
10.1
If Licensee fails to cure a breach of this Agreement within thirty (30) days of receipt of written notice of such breach from Apple, Apple may terminate this Agreement by written notice to Licensee, whereupon the Agreement and all rights granted to Licensee herein shall immediately cease.  Notwithstanding the foregoing, upon any breach by Licensee of Paragraph 6 of this Agreement, Apple may terminate this Agreement immediately upon notice and shall be entitled to obtain immediate injunctive relief, in addition to any other remedies available.  Within ten (10) business days of the date of termination of this Agreement, Licensee shall return to Apple all tangible Confidential Information, including but not limited to all computer programs, documentation, notes, plans, drawings, and copies thereof, or will provide Apple with written certification that all such tangible Confidential Information has been destroyed.  

10.2
Waiver by Apple of any breach by Licensee shall not be deemed to be a waiver of any other or subsequent breach.  The rights of Apple under this clause are in addition to any other rights and remedies provided by law or under this Agreement.  Paragraphs 2.5, 3, 4, 7, 8, 10, and 13-17, inclusive, shall survive termination of this Agreement.

11.
Relationship of the Parties.
Nothing stated in this Agreement will be construed as creating the relationships of joint venturers, partners, employer and employee, franchisor and franchisee, master and servant, or principal and agent.

12.
Assignment.
This Agreement shall be binding on the assigns, heirs and successors (whether through merger or otherwise) of the parties, except that it may not be assigned by any means, including without limitation, operation of law or merger, by Licensee without the prior written consent of Apple, which will not be withheld unreasonably.

13.
Notices.
Any notice required under this Agreement shall be deemed given: (i) when delivered personally;  (ii) by facsimile; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) via electronic mail.  All communications to Apple will be sent to the attention of the General Counsel, Apple Computer, Inc., One Infinite Loop, Cupertino, CA  95314.

14.
Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of California as applied to agreements entered into and to be performed entirely within California between California residents.  Any litigation or other dispute resolution between the parties relating to this Agreement shall take place in the Northern District of California.  The parties consent to the personal jurisdiction of, and venue in, the state and federal courts within that District.

15.
Severability.
 If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

16.  Government End Users.  If the Apple Software is supplied to the United States Government, the Apple Software is classified as "restricted computer software" as defined in clause 52.227-19 of the FAR.  The United States Government's rights to the Apple Software are as provided in clause 52.227-19 of the FAR.

17.
Complete Understanding.
This Agreement, including all Exhibits attached, constitutes the entire Agreement between the parties concerning the use and distribution of Apple Software.  Any waiver or amendment of any provision of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties. 

EXHIBIT A

SOFTWARE LICENSE

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT "LICENSE" CAREFULLY BEFORE USING THE SOFTWARE. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.  IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, PROMPTLY RETURN THE SOFTWARE TO THE PLACE WHERE YOU OBTAINED IT FOR A REFUND.

1. License.  The software and any fonts accompanying this License whether on disk, in read only memory, or on any other media (the “Software”) are licensed, not sold, to you by [Licensee Name].  You own the media on which the Software is recorded but [Licensee Name] and/or [Licensee Name]'s licensor(s) retain title to the Software.  The Software in this package and any copies which this License authorizes you to make are subject to this License. 

2. Permitted Uses and Restrictions.  This License allows you to install and use the Software on a single computer at a time.  This License does not allow the Software to exist on more than one computer at a time.  You may make one copy of the Software in machine-readable form for backup purposes only.  The backup copy must include all copyright information contained on the original.  Except as permitted by applicable law and this License, you may not decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, sublicense, create derivative works from the Software or transmit the Software over a network.  You may, however, transfer your rights under this License provided you transfer the related documentation, this License and a copy of the Software to a party who agrees to accept the terms of this License and destroy any other copies of the Software in your possession.  Your rights under this License will terminate automatically without notice from [Licensee Name] if you fail to comply with any term(s) of this License.

3. Limited Warranty on Media.  [Licensee Name] warrants the media on which the Software is recorded to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of original retail purchase.  Your exclusive remedy under this paragraph shall be, at [Licensee Name]’s option, a refund of the purchase price of the product containing the Software or replacement of the Software which is returned to [Licensee Name] or a [Licensee Name] authorized representative with a copy of the receipt.  THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES ON THE MEDIA INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF ORIGINAL RETAIL PURCHASE.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THIS LIMITATION MAY NOT APPLY TO YOU.  THE LIMITED WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND IN LIEU OF ALL OTHERS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED.  [LICENSEE NAME] SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES.  THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.   

4. Disclaimer of Warranty on Software.  You expressly acknowledge and agree that use of the Software is at your sole risk.  The Software is provided “AS IS” and without warranty of any kind and [Licensee Name] and [Licensee Name]'s licensor(s) (for the purposes of provisions 4 and 5, [Licensee Name] and [Licensee Name]'s licensor(s) shall be collectively referred to as "[Licensee Name]") EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  [LICENSEE NAME] DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.  FURTHERMORE, [LICENSEE NAME] DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY [LICENSEE NAME] OR A [LICENSEE NAME] AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.  SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT [LICENSEE NAME] OR A [LICENSEE NAME] AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
  
5. Limitation of Liability.  UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL [LICENSEE NAME] BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES  ARISING OUT OF OR RELATING TO THIS LICENSE.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS LIMITATION MAY NOT APPLY TO YOU.  In no event shall [Licensee Name]'s total liability to you for all damages exceed the amount paid for this License to the Software.

6. Export Law Assurances.  You may not use or otherwise export or reexport the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained.  In particular, but without limitation, none of the Software may be used or otherwise exported or reexported (i) into (or to a national or resident of) a United States embargoed country or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders.  By using the Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

7. Government End Users.  If the Software is supplied to the United States Government, the Software is classified as "restricted computer software" as defined in clause 52.227-19 of the FAR.  The United States Government's rights to the Software are as provided in clause 52.227-19 of the FAR.

8. Controlling Law and Severability.  This License shall be governed by the laws of the United States and the State of California.  If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.  

9. Complete Agreement.  This License constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter.  No amendment to or modification of this License will be binding unless in writing and signed by [Licensee Name].

EXHIBIT B

SPECIFICATIONS AND REQUIREMENTS FOR USE OF APPLE TRADEMARKS BY APPLE SOFTWARE LICENSEES

I. General Overview

These Specifications and Requirements are for Apple Software Licensees ("Licensees" or "you") who wish to use Apple’s trademarks or service marks (hereinafter collectively known as "trademarks") in connection with their use or distribution of Apple Software.  Please refer to these Specifications and Requirements,  and to any separate written agreement between you and Apple that grants you the right to use Apple trademarks to make sure you are using these marks in an authorized manner.  In the event of any inconsistency between the terms of these Specifications and Requirements, and any separate written agreement between you and Apple, the terms of the separate written agreement shall prevail.

Apple’s trademarks, service marks, trade name and trade dress are valuable property rights.  The failure to comply with these Specifications and Requirements may result in breach of your agreement with Apple and your liability for trademark infringement, unfair competition and passing off.   

If you have any questions or wish to obtain a current copy of the Apple Trademark List, e-mail or call Apple's Trademark Department at appletm@applelink.apple.com, (408) 974-6638.

Apple encourages Licensees to contact Apple Software Licensing at sw.license@applelink.apple.com, (512) 919-2645 to obtain separate written trademark license agreements for the Mac OS and Accelerated for Power Macintosh logo marks.  Licensees are encouraged to access the Apple web site for logo usage, http://www2.solutions.apple.com, for information regarding permitted usage of the Apple Logo on web sites.

II. Use of Apple Trademarks

A.   
Permitted Use.

Licensees may use Apple word marks solely to refer to goods or services that originate from Apple Computer.  Licensees may not use Apple design marks (including the Apple Logo) without a separate written trademark license agreement.

Apple encourages Licensees to note compatibility with an Apple product through use of phrases such as “runs on,” “for,” “for use with,” or “compatible with.”  Licensees must not use Apple trademarks as a part of a product name, company name, electronic address or in any other manner that may imply that Apple produced, endorsed or supports a Licensee product.  In addition, Apple trademarks must appear less prominently than Licensee marks.

For example:  "XYZ for the Macintosh computer."  Not:  “XYZ Apple software” or “XYZ Macintosh software.”

B.
Proper Use.

Licensees must use Apple trademarks as adjectives followed by the proper generic product name, not nouns or verbs.  In addition, Apple trademarks must not appear in the possessive or plural form.

Licensees must capitalize Apple trademarks.  Either capitalize them completely or capitalize the initial letter.  When referring to Apple trademarks consisting of two words used as one word (AppleTalk, LaserWriter), always capitalize the first letter of each separable word.

For example: "Runs on Macintosh computers."  Not:  "Runs on macintoshes." 

III.  PROPER TRADEMARK NOTICE AND CREDIT LINES

Licensees must credit Apple trademarks as set forth below.

A.
Trademark Notice Symbols. 

U.S. Distribution.  On products, packaging, manuals, advertisements or promotional materials distributed only in the United States, Licensees must use a trademark symbol the first time an Apple trademark is used in text.  Licensees do not need to use a trademark symbol in the headline of advertisements or promotional materials — only in body copy.  Licensees do not need to use a trademark symbol when using “Apple” to signify the company, Apple Computer, Inc.  The Apple Trademark List will tell you whether you should use the "®," the “™” or the “SM” symbol with the mark.  Generally, the symbol should appear at the right shoulder of the trademark.

International Distribution.  On products, packaging, manuals, advertisements or promotional materials that will be distributed internationally as well as in the United States, do not use trademark notice symbols; only use the appropriate credit line.

B.
Credit Lines.

Licensees must credit Apple trademarks through a credit line on all materials (including products, packaging, manuals, advertisements and promotional materials) bearing an Apple mark.  Your credit line should note that any Apple trademarks you have used belong to Apple Computer, Inc.  Apple trademarks registered in the United States should be listed first, followed by a listing of other Apple trademarks.  Refer to the Apple Trademark List to determine whether a trademark is registered or unregistered.  The credit line should be placed on the copyright page of manuals and at the bottom of advertisements.

U.S. Distribution.  On products, packaging, manuals, advertisements or promotional materials distributed only in the United States, the credit line should read:  "(Registered Apple trademarks) [are][is a] registered trademark[s] of Apple Computer, Inc.  (Unregistered trademarks) [are] [is a] trademark[s] of Apple Computer, Inc." 

For example:  “Apple and Macintosh are registered trademarks of Apple Computer, Inc.  AudioVision is a trademark of Apple Computer, Inc.” 

International Distribution.  On products, packaging, manuals, advertisements or promotional materials that will be distributed internationally as well as in the United States, the credit line should read:  "(Registered Apple trademarks) [are][is a] trademark[s] of Apple Computer, Inc. registered in the United States and other countries.  (Unregistered trademarks) [are] [is a] trademark[s] of Apple Computer, Inc."

For example:  “Apple and Macintosh are trademarks of Apple Computer, Inc., registered in the United States and other countries. AudioVision is a trademark of Apple Computer, Inc.”