LICENSE AGREEMENT FOR DATACARD CORPORATION SOFTWARE
CAREFULLY: This Datacard® Open Platform Driver End-User
License Agreement (“EULA”) is a legally-binding contract
between you, as defined below, and DataCard Corporation, a Delaware
corporation located at 11111 Bren Road West, Mailstop 710,
Minnetonka, MN 55343 (“Datacard”) for the software that
accompanies this EULA and is available to you as result of your
clicking the I AGREE button below as well as all associated media and
documentation (collectively, the “Software”).
means the entity or individual that is the licensee of the Software
under this EULA. If the licensee is an individual, “you”
means the individual who agreed to the terms of the EULA by clicking
the I AGREE button when downloading the Software. If the licensee is
not an individual but some other form of legal entity, “you”
means that entity, but in addition the individual who clicked the I
AGREE button during the download process represents to Datacard that
he or she is authorized by the licensee entity to enter into this
EULA on behalf of such entity.
IF YOU DO NOT AGREE
TO THE TERMS AND CONDITIONS CONTAINED IN THIS EULA YOU MUST CLICK ON THE "I
DISAGREE" BUTTON PROVIDED AT THE BOTTOM. YOU WILL BE RETURNED TO THE
PRODUCT DOWNLOAD PAGE.
BY CLICKING THE "I
AGREE" BUTTON AND INSTALLING,
COPYING OR USING THIS SOFTWARE YOU REPRESENT THAT YOU UNDERSTAND AND AGREE TO BE BOUND
BY THE TERMS OF THIS EULA.
“Original Software Distribution” is the package of files
created and distributed by Datacard constitute the entirety of the
Open Platform Driver software as originally provided to you.
Platform Driver” means the Software , which includes certain
executable objects, configuration files, sample cards and messages,
scripts, API files, sample source, documentation and fonts delivered
to you by Datacard, whether directly or indirectly, including any
upgrades, updates, modifications, or new version releases thereto, if
Objects” means Software that is provided to you in binary form,
including filters, daemons and utilities.
Files” means Software that is provided to you as editable text
files, including PPD (Postscript Printer Definition) files, MIME
types and conversions.
Cards and Messages” means Software that is provided to you as
editable PostScript files [or?] as binary raw messages for printer
means Software that is provided to you as editable text files
including initialization scripts and sample printing scripts.
means Software that is in the form of an application programming
interface comprised of text files defining a set of Web services.
Source” means Software that is provided to you as editable text
files for developing client applications and libraries.
means any explanatory written materials or files contained in the
Open Platform Driver including without limitation user guides and
means files defining Free UCS (Universal Character Set) Outline
fonts. These files are not owned by Datacard and are licensed to you
separately under the GNU General Public License.
Derivative” means a version of the Original Software
Distribution delivered to you by Datacard that has been subsequently
modified by you in accordance with Section 2.B. References to the
term Software are a reference to either the Original Software
Distribution or a Licensee Derivative as the case may be.
hereby grants to you a revocable, limited, non-transferable,
non-exclusive license to install and use the Software on any computer
that is connected to a Datacard® printer or that is used in your
maintenance or configuration of a Datacard® printer.
hereby grants to you a revocable, limited, non-transferable,
non-exclusive license to modify the Software or any portion of it, so
long as you do so for the purpose of modifying the Software for use
with your own systems and products that are being distributed
directly with a Datacard® Printer.
hereby grants to you a revocable, limited, non-transferable,
non-exclusive license to copy and distribute any Licensee Derivative
or the Original Software Distribution to others who intend to use
such in conjunction with a Datacard® Printer, with such license
conditioned on your full compliance with all of the following
You must cause the modified files in any Licensee Derivative to carry
prominent notices stating that you changed the files and the date of
any changes. If you are providing a Licensee Derivative you must
also provide a complete and intact copy of the Original Software
Distribution as well.
You must subject all subsequent users, copies, installers and
licensees to the to the terms of this EULA or an equivalent document
that has been pre-approved by Datacard as adequately protecting
Datacard’s rights and protecting Datacard from risks at least
as strong as those in this EULA, which contains these same conditions
regarding the re-distribution of the Software others, and must set
forth the Limited Warranty.
Copies of the Software must contain all of Datacard’s original
notices of copyright, patent and trademark rights as may be found in
any user interfaces, code or Documentation.
You may not state or imply that Datacard has endorsed, approved or
otherwise promotes the use of any Licensee Derivative.
You may include copies of the Documentation with any copy of the
Software that is being redistributed by you, so long as you do not
alter the copyright notices nor the substance of the instructions.
requirements set forth in Section 2(C) apply to a Licensee Derivative
distributed as a whole. If identifiable sections of that work are not
derived from the Original Software Distribution, and can be
reasonably considered independent and separate works in themselves,
then this EULA does not apply to those sections when you distribute
them as separate works. But when you distribute the same sections as
part of a whole Licensee Derivative, the distribution of the whole
Licensee Derivative must be on the terms of this EULA, whose
permissions for other licensees extend to the entire whole, and thus
to each and every part regardless of who wrote it. Thus, it is not
the intent of this section to claim rights or contest your rights to
work written entirely by you; rather, the intent is to exercise the
right to control the distribution of derivative or collective works
based on the Software. In addition, mere aggregation of another work
not based on the Software with the Software (or with a work based on
the Software) on a volume of a storage or distribution medium does
not bring the other work under the scope of this EULA.
Restricted Rights. You may not copy, modify, sublicense, or
distribute the Software except as expressly provided under this EULA.
Any attempt otherwise to copy, modify, sublicense or distribute the
Software is void, and will automatically terminate your rights under
this EULA. However, others who have received copies from you as
permitted under this EULA and who themselves have entered into their
own EULA with Datacard will not have their licenses terminated as a
direct result of your licenses being terminated.
No Support. Datacard is under no obligation to provide any
support of any kind under this EULA, including upgrades or future
versions of the Software or otherwise to you or to any other party.
Intellectual Property Rights. The Software and any copies you
are authorized by Datacard to make, as well as any copyrights in the
Licensee Derivatives when viewed as a whole, are the intellectual
property of and are owned by DataCard Corporation or its suppliers.
The structure, organization and code of the Software are the valuable
trade secrets and confidential information of DataCard Corporation
and its suppliers. As such, you shall exercise the same level of care
in protecting the proprietary rights of Datacard and its suppliers in
the Software as you would to protect your own most confidential
information, which shall in no event be less than reasonable care.
The Software is protected by various laws, including without
limitation by United States Copyright Law and various international
treaties. Any information supplied by Datacard or obtained by you
hereunder may only be used by you for the purposes described herein
and may not be disclosed to any third party or used to create any
software which is substantially similar to the Software. Except as
expressly stated herein, this EULA does not grant you any
intellectual property rights in the Software and accompanying
documentation and all rights not expressly granted are reserved by
Prohibited Activities. You shall not reverse engineer,
decompile, disassemble, or otherwise attempt to derive the source
code of any Software supplied hereunder that is not specifically
provided to you in source code format, except to the extent you may
be expressly permitted to decompile under applicable law in order to
achieve operability of the Software with another software program
provided that you have first requested Datacard to provide the
information necessary to achieve such inter-operability and Datacard
has refused to make such information available. Datacard reserves the
right to impose reasonable conditions and to request a reasonable fee
before providing such information. Except as expressly stated herein,
you shall not assign, rent, lease or otherwise transfer any rights in
or to the Software to any third party.
No Warranty. The Software is being delivered to you "AS
IS" and Datacard makes no warranty as to its use or performance.
DATACARD MAKES NO, AND HEREBY DISCLAIMS, ALL WARRANTIES OR
REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE
INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF TITLE,
NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
Limitation of Liability. IN NO EVENT WILL DATACARD BE LIABLE
TO YOU OR ANYONE FOR ANY DAMAGES, CLAIMS, FEES, OR COSTS WHATSOEVER
INCLUDING WITHOUT LIMITATION ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR
INCIDENTAL DAMAGES SUCH AS LOST PROFITS OR LOST SAVINGS EVEN IF
DATACARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
EVENT SHALL DATACARD’S AGGREGATE LIABILITY UNDER OR IN
CONNECTION WITH THIS AGREEMENT EXCEED $5 (FIVE DOLLARS).
Indemnification. You agree to indemnify, hold harmless and
defend Datacard from and against any claims or lawsuits, including
attorneys’ fees, that arise or result from either or both of
(a) your performance under this EULA; or (b) the use or distribution
of your products containing any Software, especially any Sample Code
modified by you or on your behalf. Notwithstanding, you shall not be
required to indemnify Datacard to the extent that such a claim or
lawsuit is based on the Software, including without limitation the
Sample Code, as Datacard delivered it to you hereunder. Datacard
agrees to give you prompt written notice of any such claim, tender to
you the defense or settlement of such claim at your expense and
cooperate with you, at your expense, in defending or settling such
Term. This EULA is effective upon your clicking I AGREE during
the installation of the Software and thereafter until terminated. If
you fail to comply with any term of this EULA, then all of your
rights and licenses granted to you hereunder shall automatically
terminate. In such event, you must immediately cease using,
modifying, and distributing any and all parts of the Software and
promptly return to Datacard or destroy all full and partial copies of
the Software in your possession or under your constructive control.
Further, Datacard may terminate this EULA, and all of your rights and
licenses hereunder, at any time upon notice to you if you have
committed a material breach of this EULA and have failed to cure such
breach upon 10 days prior notice to you. You may terminate this EULA,
and forfeit all of your rights and licenses hereunder, at any time by
giving notice of such to Datacard. Your obligations to Datacard
hereunder, as well as all limitations of Datacard’s liability
and its disclaimers of warranty, shall perpetually survive regardless
of whether this EULA is deemed terminated or not.
Export Rules. You agree that the Software will not be
shipped, transferred, or exported into any country or used in any
manner prohibited by the United States Export Administration Act or
any other export laws, restrictions, or regulations (collectively the
"Export Laws"). In addition, if the Software is identified
as export controlled items under the Export Laws, you represent and
warrant that you are not a citizen, or otherwise located within, an
embargoed nation (including without limitation Iran, Iraq, Syria,
Sudan, Cuba, North Korea, and Serbia) and that you are not otherwise
prohibited under the Export Laws from receiving the Software. All
rights to use, copy, modify or distribute the Software are granted on
condition that such rights are forfeited if you fail to comply with
the terms of this EULA.
Government Use. If the Software is licensed for use by the
U.S. government, the user agrees that the Software has been developed
entirely at private expense and is delivered as "Commercial
Computer Software" as defined in DFARS 252.227-7013 or as
"restricted computer software" as defined in FAR 52.227-19,
Governing Law. This EULA will be governed by and construed in
accordance with the substantive laws of the State of Minnesota,
without regard for its conflicts of law provisions. You agree that
the United Nations Convention on Contracts for the International Sale
of Goods shall not apply to this EULA. You agree that all disputes,
lawsuits or claims that you may bring that arise out of this EULA
shall be brought exclusively in the state or federal courts seated in
Hennepin County, Minnesota USA, and specifically agree to waive any
objections as to personal jurisdiction or convenience of venue.
General Provisions. If any part of this EULA is found void or
unenforceable, it will not affect the validity of the balance of the
EULA, which shall remain valid and enforceable according to its
terms. This EULA may only be modified by a writing signed by an
authorized officer of Datacard. The English version of this EULA
shall be the version used when interpreting or construing this EULA.
is the entire agreement between Datacard and you relating to the
Software and it shall supersede any prior representations,
discussions, undertakings, communications, or advertising relating to
you have any questions regarding this EULA or if you wish to request
any information from Datacard please contact your distributor,
dealer, or sales representative or contact Datacard directly at 11111
Bren Road West, Attn: General Counsel, Mailstop 710, Minnetonka, MN
is a registered trademark of DataCard Corporation in the United
States and in other countries.
558452-004 Rev. A