| END-USER LICENSE AGREEMENT |
| for |
| UPEK, INC. SDK SOFTWARE PRODUCTS |
| |
| IMPORTANT, PLEASE READ CAREFULLY |
| |
| YOU MAY NOT INSTALL OR USE THIS UPEK SOFTWARE PRODUCT UNLESS YOU HAVE |
| CAREFULLY READ THE TERMS AND CONDITIONS SET FORTH BELOW AND INDICATE |
| YOUR ACCEPTANCE OF SUCH TERMS AND CONDITIONS BY CLICKING ON THE "I |
| ACCEPT" BUTTON AT THE END OF THIS SCREEN. |
| |
| This End-User License Agreement ("EULA") represents the understanding |
| between UPEK, Inc. and its successors and assigns ("UPEK") and you |
| (either an individual person or a single legal entity, referred to in |
| this EULA as "You" or "Your") and governs the use of the UPEK software |
| product that accompanies this EULA, including any associated media, |
| printed materials and electronic documentation (the "Software |
| Product"), except to the extent a particular program is the subject of |
| a separate written agreement with UPEK. The Software Product may also |
| include any software updates, add-on components, stencils, templates, |
| shapes, symbols, web services and/or supplements that UPEK may provide |
| to You or make available to You, or that You obtain from the use of |
| features or functionality of the Software Product, after the date You |
| obtain Your initial copy of the Software Product (whether by delivery |
| of a CD, permitted downloading from the Internet or a dedicated web |
| site, or otherwise), to the extent that such items are not accompanied |
| by a separate license agreement or terms of use. |
| |
| BY INSTALLING OR USING THE SOFTWARE PRODUCT, YOU ARE CONSENTING TO BE |
| BOUND BY THIS EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND |
| CONDITIONS OF THIS EULA, THEN (A) DO NOT INSTALL OR USE THE SOFTWARE |
| PRODUCT, AND (B) YOU MAY RETURN THE SOFTWARE PRODUCT TO THE PERSON WHO |
| PROVIDED IT TO YOU FOR A FULL REFUND. Should You have any questions |
| concerning this EULA, or if You desire to contact UPEK for any reason, |
| please contact the UPEK subsidiary serving Your country/region. |
| |
| 1. GRANT OF LICENSE. Subject to the terms and conditions of this EULA |
| and Your payment of all applicable fees for the Software Product, UPEK |
| and its suppliers hereby grant to You, and You hereby accept a |
| nonexclusive license to install and use copies of the Software |
| Product, on a device, workstation, terminal, PC peripheral or other |
| digital, electronic or analog device embedding a UPEK fingerprint |
| sensor (a "UPEK-Enabled Device"), for the purpose of designing, |
| creating testing, and distributing Your software product(s). If this |
| Software Product contains documentation that is provided only in |
| electronic form, You may print one copy of such electronic |
| documentation; provided, however, that You may not copy the printed |
| materials accompanying the Software Product. |
| |
| 2. ADDITIONAL LICENSE RIGHTS - REDISTRIBUTABLE CODE. In addition to |
| the rights granted in section 1, certain portions of the product are |
| redistributable by You as part of Your copyrighted software |
| application. These additional license rights are conditioned upon your |
| compliance with the distribution requirements and license restrictions |
| described in Section 3. |
| |
| 2.1 Sample Code. UPEK grants you the right to use and modify the |
| source code version of those portions of the Product identified as |
| "Samples" in REDISTRIBUTABLES.TXT or elsewhere in the Product ("Sample |
| Code") for the sole purposes of designing, developing, testing and |
| distributing your software product(s), and to reproduce and distribute |
| the Sample Code, along with any modifications thereof, in object |
| and/or source code form. For applicable redistribution requirements |
| for Sample Code, see Section 3.1 below. |
| |
| 2.2 Redistributable Object-Code. UPEK grants you a nonexclusive right |
| to reproduce and distribute the object code of any portion of the |
| Product listed in REDISTRIBUTABLES.TXT ("Redistributable Code"). For |
| applicable redistribution requirements for Redistributable Code, see |
| Section 3.1, below. |
| |
| 3. LICENSE RESTRICTIONS -- DISTRIBUTION REQUIREMENTS. If you choose to |
| exercise your rights under Section 2, any redistribution by you |
| requires compliance with the following terms, as appropriate. |
| |
| 3.1 Redistributable Code-Standard. |
| |
| (a) If you are authorized and choose to redistribute Sample Code |
| and/or Redistributable Object- Code, as described in Section 2, you |
| agree: (i) except as otherwise noted in Section 2.1 (Sample Code), to |
| distribute the Redistributables only in object code form and in |
| conjunction with and as a part of a copyrighted software application |
| product developed by you that adds significant and primary |
| functionality to the Redistributables ("Licensed Product"); (ii) to |
| display your own valid copyright notice which shall be sufficient to |
| protect UPEK's copyright in the Product; (iii) not to remove or |
| obscure any copyright, trademark or patent notices that appear on the |
| Product as delivered to you; (iv) to indemnify, hold harmless, and |
| defend UPEK from and against any claims or lawsuits, including |
| attorney's fees, that arise or result from the use or distribution of |
| the Licensed Product; (v) otherwise comply with the terms of this |
| EULA; and (vi) agree that UPEK reserves all rights not expressly |
| granted. |
| |
| (b) You also agree not to permit further distribution of the |
| Redistributables by your end users except: (1) you may permit further |
| redistribution of the Redistributables by your distributors to your |
| end-user customers if your distributors only distribute the |
| Redistributables in conjunction with, and as part of, the Licensed |
| Product and You and Your distributors comply with all other terms of |
| this EULA. |
| |
| 4. RESERVATION OF RIGHTS; RESTRICTIONS. All rights not expressly |
| granted by UPEK in this EULA are reserved. Except as otherwise |
| expressly provided under this EULA, You shall not, and shall not allow |
| any third party to: |
| |
| (a) transfer, assign, sublicense, resell, re-license or provide, |
| lease, lend or allow access to the Software Product to any other |
| person or entity, except as otherwise provided herein; |
| |
| (b) make error corrections or create derivative works based upon the |
| Software Product; |
| |
| (c) copy (except to make a single back-up copy to replace an unusable |
| copy of the Software Product), modify, prepare derivative works based |
| upon, decompile, decrypt, reverse engineer or attempt to reconstruct |
| or discover any source code or underlying ideas or algorithms of the |
| Software Product by any means whatsoever (except to the extent |
| applicable laws specifically prohibit such restriction), disassemble |
| or otherwise reduce the Software Product to human-readable form to |
| gain access to trade secrets or confidential information in the |
| Software Product; |
| |
| (d) use the Software Product for timesharing, hosting or service |
| bureau purposes; or |
| |
| (e) remove, obscure, or alter UPEK's (or its third party licensors') |
| copyright notices, trademarks, or other proprietary rights notices |
| affixed to or contained within the Software Product (and any copies |
| thereof, including the back-up copy) or use such notices, trademarks |
| or service marks for any other purpose. |
| |
| You understand and agree that (i) the Software Product is licensed to |
| You and not sold, (ii) your license to the individual components of |
| the Software Product is limited to use of the Software Product as a |
| whole, and You may not use or seek to use software code incorporated |
| therein on a stand-alone basis, and (iii) the individual components of |
| the Software Product may not be separated for use on more than one |
| UPEK- Enabled Device, unless expressly permitted by this EULA. UPEK |
| retains title to all copies of the Software Product and all associated |
| intellectual property rights therein, and any and all documentation |
| thereof. |
| |
| 5. PROPRIETARY NOTICES; TRADEMARKS. You agree to maintain and |
| reproduce all copyright and other proprietary notices on all copies, |
| in any form, of the Software Product in the same form and manner that |
| such copyright and other proprietary notices are included on the |
| Software Product, including on any back-up copy of the Software |
| Product. This EULA does not grant You any rights in connection with |
| any trademarks or service marks of UPEK. |
| |
| 6. SUPPORT SERVICES. UPEK may provide You with support services |
| related to the Software Product ("Support Services"). Use of Support |
| Services, if any, is governed by the UPEK policies and terms described |
| in other UPEK-provided materials. Any supplemental software code |
| provided to You as part of the Support Services is considered part of |
| the Software Product and subject to the terms and conditions of this |
| EULA. |
| |
| 7. LIMITED WARRANTY. |
| |
| (a) UPEK warrants that during the "Warranty Period" (as defined |
| below): (i) the media on which the Software Product is furnished, if |
| any, will be free of defects in materials and workmanship under normal |
| use; and (ii) the Software Product will substantially conform to its |
| published specifications (the "Limited Warranty"). The "Warranty |
| Period" means a period beginning on the date of Your receipt of the |
| Software Product, as applicable, and ending on the later of (i) thirty |
| (30) days from the date of delivery of such Software Product, as |
| applicable, or (ii) the end of the minimum period required by the law |
| of the applicable jurisdiction. The Limited Warranty extends only to |
| You as the original licensee. This Limited Warranty does not cover |
| anything caused by accident or abuse or by use of the Software Product |
| other than for its reasonably intended purposes and as recommended in |
| the accompanying user documentation. Updates are covered by this |
| warranty only if provided to You during the Warranty Period. Your sole |
| and exclusive remedy and the entire liability of UPEK and its |
| suppliers under this Limited Warranty will be, at UPEK's option, to |
| repair, replace, or refund the purchase price for the Software Product |
| that is returned to UPEK, as applicable, provided that you report the |
| defects to UPEK or its designee within the Warranty Period. Any breach |
| of the Limited Warranty related to an error or defect in the media |
| containing the Software Product shall be remedied solely with the |
| replacement of the media containing the Software Product. You shall |
| pay shipping or freight charges, including, without limitation, |
| obtaining full value replacement insurance, for any returns, whether |
| for repair, replacement, or refund, to UPEK or its designee. |
| |
| (b) This warranty does not apply if the Software Product (i) is |
| licensed for beta, evaluation, testing, demonstration or other |
| purposes for which UPEK does not receive a license fee, (ii) has been |
| altered, except by UPEK, (iii) has not been installed, operated, |
| repaired, or maintained by UPEK or in accordance with instructions |
| supplied by UPEK, (iv) has been subjected to abnormal physical or |
| electrical stress, misuse, negligence, or accident, or (v) is used in |
| ultrahazardous activities. |
| |
| 8. DISCLAIMER OF WARRANTIES. |
| |
| (a) EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7, UPEK AND |
| ITS SUPPLIERS PROVIDE THE SOFTWARE PRODUCT AND SUPPORT SERVICES (IF |
| ANY) TO YOU "AS IS," AND YOUR USE IS AT YOUR OWN RISK. UPEK DOES NOT |
| MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS OR IMPLIED |
| WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF |
| MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF |
| THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF |
| DEALING, USAGE, OR TRADE PRACTICE. THE DURATION OF ANY IMPLIED |
| WARRANTY THAT IS NOT EFFECTIVELY DISCLAIMED WILL BE LIMITED TO THE |
| WARRANTY PERIOD. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN |
| IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. |
| |
| (b) UPEK DOES NOT WARRANT THAT THE SOFTWARE PRODUCT IS ERROR FREE OR |
| THAT YOU WILL BE ABLE TO OPERATE THE SOFTWARE WITHOUT PROBLEMS OR |
| INTERRUPTIONS. |
| |
| 9. LIMITATION OF LIABILITY. |
| |
| (a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY |
| ACKNOWLEDGE AND AGREE THAT NEITHER UPEK NOR ITS AFFILIATES, RESELLERS |
| OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, |
| CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN |
| CONNECTION WITH THIS EULA, HOWSOEVER CAUSED BY ANY THEORY OF |
| LIABILITY, INCLUDING BUT NOT LIMITED TO, CONTRACTS, PRODUCTS |
| LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT UPEK OR |
| ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF |
| SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT |
| PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF |
| UPEK OR ANY OF ITS AFFILIATES, SUPPLIERS OR LICENSORS ARISING OUT OF |
| OR RELATED TO THIS EULA EXCEED THE FEES ACTUALLY PAID TO UPEK FOR THE |
| SOFTWARE PRODUCT. |
| |
| (b) YOU ACKNOWLEDGE AND AGREE THAT THE PROVISIONS UNDER THIS EULA THAT |
| LIMIT LIABILITY, DISCLAIM WARRANTIES, OR EXCLUDE CONSEQUENTIAL DAMAGES |
| OR OTHER DAMAGES OR REMEDIES ARE ESSENTIAL TERMS OF THIS EULA THAT ARE |
| FUNDAMENTAL TO THE PARTIES' UNDERSTANDING REGARDING ALLOCATION OF |
| RISK. ACCORDINGLY, SUCH PROVISIONS SHALL BE SEVERABLE AND INDEPENDENT |
| OF ANY OTHER PROVISIONS AND SHALL BE ENFORCED AS SUCH, REGARDLESS OF |
| ANY BREACH OR OTHER OCCURRENCE HEREUNDER, AND EVEN UNDER CIRCUMSTANCES |
| THAT CAUSE ANY EXCLUSIVE REMEDY UNDER THIS EULA TO FAIL OF ITS |
| ESSENTIAL PURPOSE. |
| |
| 10. TERM AND TERMINATION. |
| |
| (a) The term of this EULA shall commence upon the date You accept the |
| terms and conditions of this EULA, and shall continue in full force |
| and effect thereafter unless terminated by UPEK as provided herein. |
| UPEK may, at its option, terminate this EULA immediately upon notice |
| to You, if You fail to comply with any terms and conditions of this |
| EULA. |
| |
| (b) Upon termination, all license rights under this EULA will |
| terminate and You must promptly destroy all copies of the Software |
| Product in Your possession or control. Upon UPEK's request, You shall |
| certify in writing that You have complied with Your obligations under |
| this Section and otherwise under this EULA. Termination by UPEK will |
| not limit any of UPEK's other rights or remedies under this EULA or at |
| law or in equity. |
| |
| 11. MISCELLANEOUS. |
| |
| (a) LIMITS ON YOUR RIGHT TO TRANSFER. You may not assign, sublicense, |
| rent, lease, lend, sell, grant a security interest in, or otherwise |
| transfer the Software Product or any rights under this EULA without |
| the prior written consent of UPEK. |
| |
| (b) APPLICABLE LAW. This EULA is governed by the laws of the United |
| States and the State of California, without regard to the conflict of |
| laws principles thereof. In relation to any legal action or proceeding |
| arising out of this EULA, You hereby irrevocably consent and submit to |
| the exclusive jurisdiction of the competent federal and state courts |
| having jurisdiction in San Francisco County, California, and waive any |
| objection to proceedings in such courts. If this EULA is translated |
| into a language other than English and there is a conflict between the |
| terms of the EULA in English and the EULA in the other language, the |
| terms of the terms of the EULA in English shall prevail. The EULA in |
| English may be downloaded from the UPEK website. |
| |
| (c) COMPLIANCE WITH LAWS. You agree to use the Software Product in |
| compliance with all applicable laws, statutes, rules and regulations, |
| including, without limitation, U.S. export laws and regulations. |
| |
| (d) SEVERABILITY AND SURVIVAL. If any provision of this EULA is |
| illegal or unenforceable under applicable law, the remaining |
| provisions of this EULA will remain valid and fully enforceable. If |
| any provision is in part enforceable and in part unenforceable, it |
| will be enforced to the extent permitted under applicable law. |
| Sections 4, 5, 7, 8, 9, 10 and 11 shall survive the termination of |
| this EULA. |
| |
| (e) INJUNCTIVE RELIEF. You agree that a breach of this EULA adversely |
| affecting UPEK's proprietary rights in the Software Product or any |
| UPEK-Enabled Device may cause irreparable injury to UPEK for which |
| monetary damages would not be an adequate remedy and UPEK shall be |
| entitled to equitable relief in addition to any remedies it may have |
| hereunder or at law. |
| |
| (f) ENTIRE AGREEMENT. This EULA (including any addendum or amendment |
| to this EULA which is included with the Software Product) is the |
| entire agreement between You and UPEK relating to the Software Product |
| and the Support Services (if any) and they supersede all prior or |
| contemporaneous oral or written communications, proposals and |
| representations with respect to the Software Product or any other |
| subject matter covered by this EULA. No amendment to or modification |
| of this EULA will be binding unless made in writing and signed by |
| UPEK. No failure to exercise, and no delay in exercising, on the part |
| of either party, any right or any power hereunder shall operate as a |
| waiver thereof, nor shall any single or partial exercise of any right |
| or power hereunder preclude further exercise of any other right |
| hereunder. In the event of any conflict between this EULA and any |
| applicable purchase terms or UPEK's policies and terms for Support |
| Services, the terms of this EULA shall control. |