Software License Agreement
THIS LICENSE AGREEMENT (“Agreement”) is entered into on this date (“Effective Date”) by and between Hamamatsu Photonics KK, a Japanese corporation with offices at 1126 Ichino-cho, Higashi-ku, Hamamatsu City, Japan (“HPK”) and the Company\Institution you are representing (“LICENSEE”). HPK and LICENSEE agree, with respect to both the DCAM-SDK4 and DCIMG-SDK (“SDKs”), as follows:
1. GRANT OF LICENSE; LICENSEE RESTRICTIONS
1.1. Limited License Grant. HPK grants to LICENSEE a nonexclusive, nontransferable, limited license to use the SDKs and associated Intellectual Property Rights to develop Software as “Licensed Products”, subject to the terms and conditions of this Agreement. Except as permitted under a separate written authorization from HPK, LICENSEE shall not use the Intellectual Property Rights for any other purpose. All such development, advertising and marketing shall be at the sole expense of the LICENSEE. Licensed Products are licensed for end use only.
1.2. LICENSEE Restrictions and Prohibitions. LICENSEE represents and warrants that it will not at any time, directly or indirectly reverse Engineer or assist in the Reverse Engineering of all or any part of the SDKs including but not limited to, any and all binary files associated therewith, or the supported camera/sensor systems, including the hardware or software (whether embedded or otherwise), or any Security Technology.
LICENSEE shall not, directly or indirectly, (a) use the SDKs for any purpose except the design and development of Software under this Agreement, (b) reproduce or create derivatives of the SDKs, except in association with the development of Software under this Agreement, (c) sell, lease, assign, lend, license, encumber or otherwise transfer the SDKs, (d) distribute the SDKs in any form, including, but not limited to any source code that was provided for the purpose of facilitating development within the SDKs themselves.
Any tools developed or derived by LICENSEE because of a study of the performance, design or operation of the SDKs shall be considered derivative works of the Intellectual Property Rights, but may be retained and utilized by LICENSEE in connection with this Agreement. In no event shall LICENSEE (i) seek, claim or file for any patent, copyright or other Proprietary Right with regard to any such derivative work, (ii) make available any such derivative work to any third party, or (iii) use any such derivative work except in connection with the design and development of Software under this Agreement.
DCAM-API and DCIMG-API are the application programming interface runtimes, for which the SDKs are the tools describing how to communicate to DCAM-API and DCIMG-API programmatically. Derivatives or derivative work of the SDKs refers to the creation and distribution by LICENSEE of a device control or DCIMG file format API/tool which can be used to program HPK’s devices or process DCIMG files with general or similar functionality as provided by the SDKs and DCAM-API or DCIMG-API. Any source code developed by LICENSEE using the SDKs which discloses any part of the communication protocol of DCAM-API or DCIMG-API that is released on the public domain must contain the following commented statement:
“For end use and not for commercial purposes.”
2. REPRESENTATIONS AND WARRANTIES
LICENSEE’s Representations and Warranties. LICENSEE represents and warrants that:
(a) LICENSEE shall distribute only a binary file in the SDKs to its customer. (b) LICENSEE shall not distribute any other documents or electronic data to its customer. (c) LICENSEE shall not modify any software developed by HPK.
3. TERM AND TERMINATION
3.1. Term. This Agreement shall commence on the Effective Date and shall be terminated as provided for herein.
3.2. Default or Breach. In the event that LICENSEE is in default or commits a breach of this Agreement, which is not cured within thirty (30) days after Notice thereof, then this Agreement shall automatically terminate on the date specified in such Notice.
4. GENERAL PROVISIONS
4.1. Export Control. LICENSEE agrees to comply with all applicable export laws and regulations of any country with jurisdiction over the Licensed Products and/or either party.
4.2. Integration. All prior negotiations, representations, agreements, and understandings negotiated between HPK and Licensee together with any executed DCAM-SDK Software License Agreement and NDA, supersede this Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof (i.e. SDKs). All prior negotiations, representations, agreements, and understandings specific to the SDKs are extinguished by and completely expressed by this Agreement. Any amendment to this Agreement shall be in writing, signed by both parties.
4.3. Survival. In addition to those rights specified elsewhere in this Agreement, the rights and obligations set forth in Sections 3, shall survive any expiration or termination of this Agreement to the degree necessary to permit their complete fulfillment of discharge.
IN WITNESS WHEREOF, LICENSEE have agreed to enter into this Agreement on this date