Software Development Kit License Agreement
Entrust Datacard Corporation Software

IIMPORTANT—READ CAREFULLY: This Software Development Kit License Agreement (“License”) is a legally-binding contract between you (“you” or “Licensee”) and Entrust Datacard Corporation (the Licensor, referred to as “Entrust Datacard”) for the software (“Software”) and/or the technical tools, dynamic-link libraries, programs, user manuals and application documentation (collectively the “SDK”) that Entrust Datacard makes available to you in connection with the Software. For purposes of this License the term Entrust Datacard includes where applicable the licensors of Entrust Datacard, who are third party beneficiaries hereof. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE YOU MUST COMPLETELY REMOVE THE SOFTWARE FROM THE COMPUTER SYSTEM ON WHICH IT WAS INSTALLED AND PROMPTLY DESTROY OR RETURN IT AND ALL COPIES TO ENTRUST DATACARD. An amendment or addendum to this License may accompany the Software. BY INSTALLING, COPYING OR USING THIS SOFTWARE YOU UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. This License may also be subject to the terms and conditions set forth in a related sale agreement, quote and or Entrust Datacard sales order form (collectively the “Agreement”) between you and Entrust Datacard. This License may be issued in response to your purchase order, but in no event shall any terms or conditions of such purchase order override this License.

1. Installation. Unless specified otherwise in the Agreement, Entrust Datacard is not responsible for installing the Software.

2. Grant of License. Subject to your compliance with this License and, except for circumstances in which your use of the SDK is solely for demonstration or evaluation purposes, your full payment of the appropriate fees as invoiced, and, if applicable, compliance with the terms and conditions set forth in the Agreement, Entrust Datacard hereby grants you a revocable, limited, personal, perpetual, non-transferable, non-exclusive license to use the SDK for your internal business purposes only unless and, in such case, only to the extent set forth in the Agreement or in Entrust Datacard documentation for the SDK.

 
3. Installation and Use. Except as may otherwise be set forth in the Agreement or where the Software is designed by Entrust Datacard to operate on a server and either your purchase order or the Agreement provides for a server-based operation for the Software, you may only install the Software on one (1) IBM or compatible personal computer (“PC”) which is either a standalone workstation or a networked workstation that does not permit the Software to be shared with other networked workstations. You may make one (1) archival copy for general backup purposes. If the Software is provided as a demonstration copy, you may not make any copies or distribute it in any manner.

 
4. Developmental Use. In connection with your use of the SDK for developmental purposes, Entrust Datacard hereby grants to you a revocable, limited, non-transferable, non-exclusive license to make derivative works based on the SDK (“Licensee Derivative”) and to copy and distribute the original Software or any Licensee Derivative to others who intend to use such in conjunction with an Entrust Datacard printer. Such license is conditioned on your full compliance with all of the following conditions: (a) if you are providing a Licensee Derivative, (i) you must cause the modified files therein to carry prominent notices stating that you modified the files and the date of any modifications, (ii) you must provide a complete and intact copy of the original Software as well, and (iii) you must indemnify and defend Entrust Datacard from and against any and all claims, actions, losses, damages and expenses arising from or in connection with the sale, distribution or use of the Licensee Derivative; (b) you must subject all subsequent users, installers and licensees to the same or equivalent terms of this License (excluding this section 4), including the limited warranty and restrictions on re-distribution of the Software to others; (c) copies of the Software must contain all of Entrust Datacard or third party original notices of copyright, patent and trademark rights; (d) you may not state or imply that Entrust Datacard has endorsed, approved or otherwise promotes the use of any Licensee Derivative; and (e) 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.


5. Disaster Recovery Backup Installation and Use. If the Software has been purchased for disaster recovery backup purposes or if Entrust Datacard has explicitly permitted its use for disaster recovery backup purposes and such permission is provided in writing in the Agreement, you may install the Software copy on a PC or server for disaster recovery and pre-production testing purposes only. The PC or server on which the Software is installed must be turned off at all times, except for (a) limited Software self-testing and patch management, (b) pre-production testing, (c) database synchronization between primary and disaster recovery databases or (d) disaster recovery. Except in the event of a disaster, the PC or server must be configured in such a way that it cannot be used in a production environment.


6. Ownership. You understand and acknowledge that the SDK and Software and all rights, title and interests therein (including without limitation all copyrights, patents, trade secrets and other intellectual property rights contained therein) are the sole property of Entrust Datacard, its suppliers, or licensors and that you receive no rights, title or interests therein except as expressly set forth in this License. Without limiting the foregoing, you specifically agree that Entrust Datacard exclusively owns and you hereby unconditionally assign to Entrust Datacard all rights to any and all modifications, enhancements, translations or adaptations of, or other changes to, the Software (but excluding any Licensee Derivative) and any improvement or development based thereon, whether developed, created or paid for by you or on your behalf. All rights not expressly granted to you in this License are expressly reserved by Entrust Datacard. The Software is protected by copyright and other intellectual property laws and treaties.


7. Audit. Upon request, you will make available to Entrust Datacard such data as may be required to demonstrate your compliance with the terms and conditions of this License.


8. Restrictions. Except as expressly stated herein, you may not (a) use, copy, modify, merge, sub-license, or transfer the SDK or Software, in whole or in part, except as expressly authorized in this License and in the documentation; (b) sell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under this License; (c) modify, disassemble, decompile, reverse engineer, revise or enhance the SDK and/or Software or attempt to discover the Software's source code; (d) use any back-up or archival copies of the Software (or allow someone else to use such copies) for any purpose other than to replace an original copy if it has been destroyed or becomes defective; and (e) alter or remove any of Entrust Datacard’s copyrights or proprietary notices.


9. Disclaimer of Warranties. THE SDK IS PROVIDED AS-IS, WHERE-IS AND WITH ALL FAULTS. TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND EXCEPT AS SPECIFICALLY STATED HEREIN, ENTRUST DATACARD HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND/OR IMPLIED, WITH REGARD TO THE SOFTWARE AND SDK AND WITH REGARD TO ANY COMBINATION THEREOF WITH OTHER SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. TO THE EXTENT SUCH IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, THEY SHALL BE LIMITED TO THE TERM OF THE EXPRESS WARRANTY HEREIN.


10. Limitation of Liabilities. IN NO EVENT SHALL ENTRUST DATACARD OR ITS SUBSIDIARIES, AFFILIATES OR EMPLOYEES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF ANY FUTURE REVENUE, INCOME OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SDK OR THE SOFTWARE, OR FOR ANY DIRECT DAMAGES FROM THE USE OF THE SDK, UNDER ANY THEORY OF LAW, EVEN IF ENTRUST DATACARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ENTRUST DATACARD’S AGGREGATE LIABILITY TO YOU FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE USE OF THE SDK OR THE SOFTWARE, UNDER ANY THEORY OF LAW, EXCEED THE SUM OF ALL PAYMENTS YOU HAVE MADE TO ENTRUST DATACARD FOR THE SDK AND SOFTWARE.


11. Intellectual Property Indemnity. ENTRUST DATACARD, ITS SUBSIDIARIES AND AFFILIATES HAVE NO LIABILITY WITH RESPECT TO INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER PROPRIETARY RIGHTS ARISING OUT OF OR BASED UPON THE SALE OR USE OF THE SDK OR SOFTWARE. ENTRUST DATACARD HAS NO OTHER LIABILITY OR OBLIGATION TO YOU OF ANY KIND IN RELATION THERETO, INCLUDING, BUT NOT LIMITED TO, LOST BUSINESS OPPORTUNITY, LOSS OF PROFIT, LOST EFFICIENCY, REPLACEMENT COSTS OR OTHER CONSEQUENTIAL OR INDIRECT LOSSES OR DAMAGES.


12. Uniform Computer Information Transactions Act (“UCITA”). The UCITA does not apply to this License.


13. Confidential Information. You agree that the SDK and Software are confidential and proprietary information of Entrust Datacard and/or its suppliers and licensors (“Confidential Information”). To the extent you have access to any such information, you agree to use such information only for the purposes authorized herein. You further agree not to disclose such Confidential Information to any other party and to use at least the same degree of care to maintain the confidential nature of such information as you use to maintain the confidentiality of your own confidential information, but not less than a reasonable degree of care.


14. Term and Termination. The term of this License is set forth in the Agreement. Either party may terminate this License for any reason for convenience at any time, provided you have first paid all outstanding fees whether or not then due and payable. In the event Entrust Datacard terminates this License for convenience, it will refund to you a pro-rated portion of the license and/or maintenance fees you have paid for the Software and/or SDK. Subject to the foregoing, any termination of this License will be effective upon notice to the other party. Effective upon any termination, your license to use the Software and/or SDK will terminate and you must immediately stop using it, destroy all copies of the SDK, and, upon request, provide an affidavit certifying compliance with the foregoing.

 
15. Export Restrictions. You may not export, re-export or re-transfer, whether directly or indirectly, the Software and/or SDK or associated Confidential Information to anyone or any location without first complying with the requirements of this License. You agree to comply with all export control laws and regulations of the United States, including, but not limited to those laws and regulations administered by the U.S. Department of Commerce acting through the Bureau of Industry Security and the U.S. Department of Treasury acting through the Office of Foreign Asset Control.


16. Severability. If any provision of the License is found by a court of competent jurisdiction unlawful, void, or for any reason unenforceable, that provision will be deemed severable from the License and will not affect the validity and enforceability of the remaining provisions of the License.

 
17. Waiver. No term of the License shall be considered waived and no breach excused by either party unless made in writing. No consent, waiver or excuse by either party, express or implied, will constitute a subsequent consent, waiver or excuse.
18. Assignment. You may not assign or otherwise transfer the Software and/or SDK or this License without Entrust Datacard’s prior written consent, whether by operation of law or otherwise.


19. Entire Agreement. This License is the entire agreement between you and Entrust Datacard relating to the Software and/or SDK and supersedes all prior and/or other contemporaneous oral or written communications, proposals and representations with respect to any other subject matter covered by the License.


20. Choice of Law and Venue. This License will be interpreted and governed by the laws of the State of Minnesota, USA, without regard to its conflicts of law provisions. All actions or proceedings relating to the License must be exclusively brought in a court located in Hennepin County, State of Minnesota, USA, and the parties hereby consent to the exclusive personal jurisdiction of such court and waive any objection to such venue.
 

 

Software Development Kit License – XPS Card Printer Driver (December 2016)
 

 
 
I AGREE

I DISAGREE