License Agreement
IMPORTANT

LEAD TECHNOLOGIES, INC. IS WILLING TO LICENSE THE ENCLOSED SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THE LICENSE AGREEMENT PRINTED BELOW.  PLEASE READ THE TERMS CAREFULLY BEFORE OPENING THE PACKAGE CONTAINING THE DISKETTES OR CLICKING THE ACCEPT BUTTON, AS SUCH CONDUCT WILL INDICATE YOUR ACCEPTANCE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS, LEAD TECHNOLOGIES, INC. IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH CASE YOU MUST IMMEDIATELY RETURN THE PACKAGE AND ALL ACCOMPANYING MATERIAL TO LEAD TECHNOLOGIES, INC. OR YOUR AUTHORIZED DEALER FOR A FULL REFUND.  

This License Agreement (“Agreement”) is a legal agreement between LEAD Technologies, Inc. (“LEAD”), a North Carolina corporation, principally located at 900 Baxter Street, Charlotte, NC 28204, and you, the user (“Licensee”), and is effective the date Licensee opens the package containing the diskettes or otherwise uses the enclosed software product.

This Agreement covers all materials associated with LEAD's LEADTOOLS imaging developer's toolkits, including, without limitation, LEADTOOLS WIN16 Pro, LEADTOOLS WIN32 Pro, LEADTOOLS WIN16/32 Pro, LEADTOOLS VBX Pro, LEADTOOLS ActiveX16 Pro, LEADTOOLS ActiveX32 Pro, LEADTOOLS ActiveX16/32 Pro, LEADTOOLS OS/2 Pro, LEADTOOLS Pro Express and LEADTOOLS OS/2 Pro Express, and including the enclosed software product (herein, the “Software”).

1.  GRANT OF LICENSE

LEAD grants Licensee a non-exclusive, non-transferable, personal and worldwide license to use one copy of the Software, in object code form, and one copy of the associated user documentation contained in the accompanying user manual and “online” help (“Documentation”) in the development of a single end user application as contemplated in section 2 below (herein, the “Application Software”) and to use and/or distribute the Application Software under the terms and conditions set forth in this Agreement. This license grant is expressly conditioned upon Licensee's compliance with all of the terms of this Agreement.  The license granted hereunder applies only to the designated version of the enclosed Software.  Licensee may use the Software on one (1) IBM or compatible personal computer which is either a stand-alone work station or a networked work station that does not permit the Software to be shared with other networked work stations.  If Licensee wishes to use the Software simultaneously on more than one personal computer, it must license additional copies of the Software.  If the Software is an upgrade, it, and the product that was upgraded, constitute a single copy of the Software for purposes hereof and the upgrade and product that was upgraded cannot be used by two people at the same time.

2.  SINGLE END USER APPLICATION

The Application Software must be an “end user application”. An “end user application” is a specific application program that is licensed to a person or firm for business or personal use and not with a view toward redistributing the application or any part of the application and may be either an application that is used by Licensee internally, or an application that is commercially distributed to end users for their use.  A user of an end user application may not redistribute the application or copy it (other than for archival purposes) and Licensee's license agreement covering the Application Software will contain restrictions prohibiting redistribution and copying. Only one (1) end user application may be developed under this license. If Licensee wishes to develop more than one application, it must license an additional copy of Software for each application it wishes to develop.  By way of example and not limitation, if the same basic application is marketed under two or more different names or as two or more different products, such application will not be a “single” application within the meaning hereof.  If the Software is being licensed as an upgrade, Licensee must use it only in conjunction with the application developed with the properly licensed prior version of Software that was upgraded. If the Software is LEADTOOLS ActiveX16/32 Pro, LEADTOOLS WIN16/32 Pro or LEADTOOLS Pro Express, Licensee may develop both a 16 and a 32 bit version of the Application Software with the Software without being required to license an additional copy of the Software.

3.  REDISTRIBUTABLE PORTIONS OF SOFTWARE

The Software includes certain runtime libraries and files intended for distribution by Licensee within the Application Software to the user of Application Software (“Redistributables”).  The Redistributable components of the Software are those files specifically designated as being distributable in the “Files to be Included with Your Application” section of the Online Help file, the terms of which are hereby incorporated herein by reference.  Licensee should refer to the Documentation and specifically the “Online Help” file for additional information regarding the Redistributables.  Under LEAD's copyright, and subject to all the restrictions and conditions set forth in this Agreement and the Documentation, LEAD authorizes the Licensee (and only the Licensee) to reproduce exact copies of the files designated as Redistributables and include such files in the Application Software, provided such copies are made from the original diskettes in this package (or a set of back-up copies made directly from them) and distribute the Application Software, directly or through customary distribution channels, to end users on a royalty free basis. (The foregoing sentence does not apply to Express products: see Section 12, “Express Products”). If Licensee wishes to use an OEM who will modify the Application Software and copy it, Licensee must first obtain an OEM  distribution license from LEAD.  Licensee may utilize the “sample source code” and “examples” contained in the Documentation solely for purposes of integrating the Redistributables into the Application Software.  Licensee may distribute the Redistributables only with and for the sole purpose of executing specific application programs comprising an end user application, as herein defined.  Under no circumstances may any copies of Redistributables be distributed separately by Licensee.  Redistribution of the Application Software by the users of the Application Software, without a separate written redistribution license from LEAD, is prohibited.  Licensee may not modify or alter the Redistributables or remove any identifying string or copyright notice produced by a Redistributable.  If the Software is LEADTOOLS VBX Pro, the Application Software may only access the .DLL file(s) indirectly through the .VBX file.  If the Software is LEADTOOLS ActiveX16 Pro, LEADTOOLS ActiveX32 Pro or LEADTOOLS ActiveX16/32 Pro, the Application Software may only access the .DLL file(s) indirectly through the .OCX file.  Licensee may only directly access the .DLL file(s) if Licensee has a license in good standing for LEADTOOLS for WIN16 Pro, LEADTOOLS for WIN32 Pro, LEADTOOLS WIN16/32 Pro, LEADTOOLS for OS/2 Pro, LEADTOOLS for OS/2 Pro Express or LEADTOOLS Pro Express.  If the enclosed Software is packaged “For Evaluation Only,” no right to copy and/or distribute the Redistributables is granted. No distribution rights are granted until such time as Licensee has properly registered the Software.

4.  OTHER RESTRICTIONS

Licensee may not use, copy (other than for archival purposes only), rent, lease, sell, sublicense, assign or otherwise transfer the Software or any copy, modification, or merged portion, in whole or in part, except as expressly provided for in this Agreement. Licensee acknowledges that the Software, in source code form, remains a confidential trade secret of LEAD and/or its suppliers and therefore Licensee agrees that it shall not modify, decompile, disassemble or reverse engineer the Software or attempt to do so except as permitted by applicable legislation. Licensee shall only copy and distribute the Redistributables with the Application Software and shall not distribute other files contained in the Software including but not limited to .LIB, .H, .MAK, .DEF, .TXT or .HLP files. Licensee shall not reproduce, copy or transfer any Documentation.  Upon LEAD's request, Licensee agrees to send LEAD one demonstration copy of the Application Software.  Licensee will not develop any product with the Software that provides the user any development capability or which is generally competitive with the Software (including without limitation, a developer toolkit product).  Development capability includes (without limitation) any material which would allow the recipient thereof the ability (i) to redistribute the .DLL file(s), (ii) to modify the Application Software, (iii) generate an executable which calls the .DLL file(s), (iv) modify the existing executable which calls the compiled .DLL or (v) develop an application that directly or indirectly utilizes the Redistributables. LEAD may, upon providing ten (10) days written notice, inspect Licensee's facility and records to ensure Licensee is in compliance with the terms of this Agreement.  Licensee will, in its license agreement, restrict customers of the Application Software from copying or otherwise redistributing the Application Software (or any part thereof, including the Redistributables) other than making a reasonable number of archival copies of the Application Software and, upon LEAD's request, will send LEAD a copy of its end user agreement.  Any distributor or reseller of Application Software appointed by Licensee must be subject to a binding written agreement that includes provisions no less protective of LEAD's intellectual property rights in the Software as it is protective of Licensee's rights in its own software.  Licensee acknowledges that the Software is a confidential trade secret of LEAD and agrees to refrain from disclosing the Software (and to take reasonable measures with its employees to ensure they do not disclose the Software) to any person, firm or entity except as expressly permitted herein.  Licensee may not use the Software to develop an application that directly or indirectly utilizes LEAD's Redistributables existing in another application that has been developed by Licensee or some third party.  If Licensee wishes to use the Software in a manner prohibited by this Agreement, Licensee should contact LEAD's OEM department to determine whether a special license may be obtained.  

5.  PROPRIETARY RIGHTS; NOTICES

Except for the limited license granted herein, LEAD retains exclusive ownership of all proprietary rights (including all ownership rights, title, and interest) in and to the Software.  Licensee agrees not to represent that LEAD is affiliated with or approves of Licensee's Application Software in any way. Except as required hereby, Licensee shall not use LEAD's name, trademarks, or any  LEAD designation in association with Licensee's Application Software.  The Application Software will contain the following copyright notice in the “About box”: Portions of this product were created using LEADTOOLS ©1991-1996 LEAD Technologies, Inc.  ALL RIGHTS RESERVED.”

6.  EXPORT LAW

Licensee acknowledges and agrees that the Software may be subject to restrictions and controls imposed by the United States Export Administration Act, as amended (the “ACT”), and the regulations thereunder.  Licensee agrees and certifies that neither the Software nor any direct product thereof (e.g. the Application Software) is being or will be acquired, shipped, transferred or reexported, directly or indirectly, into any country prohibited by the ACT and the regulations thereunder or will be used for any purpose prohibited by the same.  Licensee acknowledges that the Software may include “technical data” subject to export and re-export restrictions imposed by U.S. law.  Licensee bears all responsibility for export law compliance and will indemnify LEAD against all claims based on Licensee's exporting of the Application Software.

7.  U.S. GOVERNMENT
     RESTRICTED RIGHTS LEGEND

Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and FAR 52.227-19, as applicable.  Manufacturer/Contractor is LEAD Technologies, Inc., 900 Baxter Street, Charlotte, NC 28204.

8.  TERM

The license granted hereby is effective until terminated.  Licensee may terminate the license by returning the Software and Documentation to LEAD, without refund, and destroying all copies thereof in any form.  LEAD may terminate the license if Licensee fails to comply with any term or condition of this Agreement.  Upon such termination, Licensee shall cease using the Software and cease using or distributing the Application Software containing the Redistributables.  All restrictions prohibiting Licensee's use of the Software and intellectual property provisions relating to Software running to the benefit of LEAD will survive termination of the license pursuant hereto. Termination will not affect properly granted end user licenses of the Application Software distributed by Licensee prior to termination.

9.  EXCLUSION OF WARRANTIES

LEAD offers and Licensee accepts the Software “AS IS.” LEAD does not warrant the Software will meet Licensee's requirements or will operate uninterrupted or error-free.  ALL WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED FROM THIS AGREEMENT AND SHALL NOT APPLY TO ANY SOFTWARE LICENSED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE  AND  NONINFRINGEMENT.

10.  LICENSEE'S REMEDIES: LIMITATIONS

LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AGAINST LEAD ON ANY AND ALL LEGAL OR EQUITABLE THEORIES OF RECOVERY SHALL BE, AT LEAD'S SOLE DISCRETION, (A) REPAIR OR REPLACEMENT OF DEFECTIVE SOFTWARE; OR (B) REFUND OF THE LICENSE FEE PAID BY LICENSEE.  

11.  NO LIABILITY FOR CONSEQUENTIAL DAMAGES

In no event shall LEAD or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) arising out of use of or inability to use the Software, even if LEAD or its dealer have been advised of the possibility of such damages.  Some states do not allow the exclusion or limitation of certain implied warranties or the exclusion or limitation of incidental or consequential damages, in which case and to the extent such exclusion or limitation is not allowed, some of the foregoing limitations and exclusions may not apply to Licensee.

12.  EXPRESS PRODUCTS

If the enclosed Software is either LEADTOOLS Pro Express or LEADTOOLS OS/2 Pro Express, Licensee is required, within sixty (60) days of receiving the Software, to enter into a written agreement covering its royalty payment and reporting obligations relating to the Application Software.  Licensee agrees that, in the event it fails to enter into the royalty agreement and distributes or uses more than nine (9) copies of the Application Software, Licensee will be obligated to pay LEAD a royalty of Seventy-Five Dollars ($75.00) per copy of Application Software used or distributed by Licensee.

13.   LZW Technology

Unisys Corporation holds patent rights to the LZW technology used is the GIF and TIFF LZW file formats. These file formats are password protected and Licensee must obtain licensing from Unisys Corporation prior to using these file formats.

14.  GENERAL

This Agreement shall be interpreted, construed, and enforced according to the laws of the State of North Carolina.  In the event of any action under this Agreement,  the parties agree that federal and state courts located in Charlotte, North Carolina will have exclusive jurisdiction and that a suit may only be brought in Charlotte, North Carolina and Licensee submits itself for the jurisdiction and venue of the state and federal courts located in Charlotte, North Carolina.  This Agreement constitutes the entire agreement and  understanding of the parties and may be modified only in writing signed by both parties.  No officer, salesman, or agent has any authority to obligate LEAD by any terms, stipulations or conditions not expressed in the Agreement.  All previous representations and agreements, if any, either verbal or written, referring to the subject matter of this Agreement are void. If any portion of this Agreement is determined to be legally invalid or unenforceable, such portion will be severed from this Agreement and the remainder of the Agreement will continue to be fully enforceable and valid. This Agreement, and the rights hereunder, may not be  assigned by Licensee (whether by oral or written assignment, sale of assets, merger, consolidation or otherwise), without the express written consent of LEAD.  Licensee agrees to be responsible for any and all losses or damages arising out of or incurred in connection with the Application Software.  Licensee agrees to defend, indemnify and hold LEAD harmless from any such loss or damage (including attorney's fees) arising from the use, operation or performance of the Application Software or Licensee's breach of any terms of this Agreement.  Licensee shall be responsible for paying all state and federal use, sales or value added taxes, duties or governmental charges, whether presently in force or come into force in the future, related to the distribution and sale of the Application Software and will indemnify LEAD against any claim made against LEAD relating to any such taxes or assessments.

Copyright © 1991-1997 LEAD Technologies, Inc.   900 Baxter Street   Charlotte, NC 28204   ALL RIGHTS RESERVED.  Windows and Visual Basic are trademarks of Microsoft Corporation. LEAD, LEADTOOLS and LEADVIEW are registered trademarks of LEAD Technologies, Inc.  All other product names are trademarks of their respective owners.