CPUID SOFTWARE DEVELOPMENT KIT (SDK) COMMERCIAL USE LICENSE AGREEMENT

IMPORTANT - PLEASE READ CAREFULLY

This CPUID SDK Commercial Use License Agreement is a legal agreement between you (the legal representative of your company) and CPUID for the CPUID software product identified above, which includes computer software and associated media and printed materials, and may include “online” or electronic documentation. By installing, copying, or otherwise using the CPUID SDK, you agree to be bound by the terms of this agreement.

1. CPUID SDK LICENSE

The CPUID SDK is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The CPUID SDK is licensed, not sold.

1.1. GRANT OF LICENSE

This License Agreement grants you the following limited, non-transferable and non-exclusive rights : (a) You may install and use the CPUID SDK on a single computer. (b) You may use the CPUID SDK to develop royalty-free applications programs, using all or portions of the SAMPLE CODE, and to distribute your applications worldwide according to the terms of this License Agreement. (c) You may develop an unlimited number of applications using the CPUID SDK, as long as each is created and distributed according to the terms of this Agreement. (d) You may modify, compile, and redistribute the SAMPLE CODE ONLY in object code or executable form and only as part of your application. (e) You may not copy or redistribute SAMPLE CODE in source code form. (f) You may not modify, reverse engineer or disassemble the LIBRARIES or the SOFTWARE TOOLS. (g) You may not remove or modify any of the CPUID copyright notices in the CPUID SDK. (h) You may not sell, loan, donate, distribute, reveal or transfer in any way the contents of the CPUID SDK to any party outside your company. (i) You may not generate any application(s) intended for malevolent purposes, such as but not limited to : data mining, identity theft, phishing, spyware, malware, viruses, or any use that improperly accesses a user´s confidential information. If the application(s) you make using the CPUID SDK are construed to be a derivative or new work by a court or other judicial body of competent jurisdiction, then CPUID hereby grants a limited license to you to use and create such work pursuant to the terms and conditions otherwise stated herein. Except as stated herein, no rights to create new or derivative works are granted by this Agreement. The use of the CPUID SDK, or any portions thereof, to develop any software which may infringe on any copyrights, patents, laws, etc... is prohibited. Additional licensing from CPUID is required for any other purpose not specifically granted above. For further information, please contact: CPUID 39 RUE JOSEPH JACQUARD 59240 DUNKERQUE FRANCE

1.2. ALL SALES FINAL

The purchase of the CPUID SDK is non-refundable and all sales are considered final. The Evaluation Version of the CPUID SDK is available for purposes of determining the suitability of the CPUID SDK, and so it is assumed that the purchase of the CPUID SDK was made following a thorough evaluation, and thus, no refunds shall be made. It is the buyer’s responsibility use the Evaluation Version for its intended purpose of determining suitability. Failure to evaluate the CPUID SDK prior to purchase does not alter this policy.

1.3. COPYRIGHT

CPUID is the sole developer and owner of the CPUID Software Development Kit (CPUID SDK). You, as user of the CPUID SDK, acknowledge and agree that the CPUID SDK is a proprietary product of CPUID under the French and European copyright laws and prevailing copyright laws throughout the world. You further acknowledge and agree that all right, title, and interest in and to the CPUID SDK, including associated intellectual property rights, are and shall remain with CPUID, and you agree not to contest CPUID's ownership or the validity of CPUID's rights. This License Agreement does not convey to you an interest in or to the CPUID SDK, but only a limited right to use the work, which is revocable in accordance with the terms of this License Agreement.

You assume responsibility for the selection of this program to achieve your intended results, and for its installation and subsequent use.

1.4 SOFTWARE DEFECT REPORTING

If you find software defects in the CPUID SDK, you should report them to sdk@cpuid.com. CPUID will evaluate them and, at its sole discretion, may address them in a future revision of the CPUID SDK.

1.5. UPDATES

The CPUID SDK updates (including, but not limited to : bug fixes, upgrades, hot fixes, enhancements, modifications, new releases) are provided in the sole discretion of CPUID. If CPUID does provide you with any updates, such updates shall be subject to the terms and conditions of this Agreement (including the License) or such agreement, if any, which accompanies such updates.

2. RIGHTS OF CPUID

You acknowledge and agree that the CPUID SDK contains proprietary material of CPUID protected under French and International copyright, trademark, and trade secret laws and conventions. All right, title, and interest in the CPUID SDK are, and shall remain, with CPUID. This Agreement does not convey to you any title or interest in and to the CPUID SDK, only the limited right of use which may be terminated as provided for herein. You agree to use your best efforts to protect the CPUID SDK from use, reproduction, or other distribution except as specifically allowed under this Agreement.

3. TERM

This license is effective until terminated. You may terminate this license at any time by returning all copies of the CPUID SDK, including merged portions of the CPUID SDK and all copies of documentation, to CPUID. This license will automatically terminate without notice from CPUID if you fail to comply with any term or condition of this Agreement. You agree upon such termination to destroy all copies of the CPUID SDK, including all copies of merged portions of the CPUID SDK and all copies of documentation.

4. DISCLAIMER OF WARRANTY

THIS SOFTWARE AND THE ACCOMPANYING FILES ARE PROVIDED "AS IS." CPUID AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THIS SOFWARE OR SUCH FILES. CPUID AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. The entire risk as to the quality and performance of the CPUID SDK is with you. Should the CPUID SDK prove defective, you (and not CPUID or any authorized dealers of CPUID products) assume the entire cost of all n ecessary servicing, repair, or correction. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. The foregoing does not affect or prejudice your statutory rights.
Good data processing procedure dictates that any program be thoroughly tested with non-critical data before relying on it.

5. LIMITATION OF LIABILITY

IN NO EVENT WILL CPUID BE LIABLE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, CLAIMS OR ACTIONS, ARISING OUT OF THE USE OR INABILITY TO USE THE CPUID SDK, EVEN IF CPUID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS OR ACTIONS. FURTHER, IN NO EVENT WILL CPUID BE LIABLE FOR ANY CLAIMS BY ANY OTHER PARTY ARISING OUT OF YOUR USE OF THE CPUID SDK.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Nothing contained in this Agreement shall prejudice the statutory rights of any party dealing as a consumer.

6. INDEMNIFICATION

You agree to indemnify, defend, and hold CPUID harmless from and against any claims or lawsuits, including costs and attorneys fees, that arise or result from the use or distribution of your application(s) developed using the CPUID SDK, provided CPUID gives you prompt written notice of any such claim, tenders to you the defense or settlement of such a claim at your expense and cooperates with you at your expense in defending or settling such claim.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of France. Any legal proceedings arising under this Agreement shall be instituted only in the courts of France.

The parties opt out of the United Nations Convention on the Sale of Goods and choose the laws of the France to apply to the Agreement and performance hereunder.

8. SEVERABILITY

Should any term of this Agreement be declared invalid, illegal, void, or not enforceable by any court of competent jurisdiction, such provision shall be severed from this Agreement, and the remaining terms shall remain in full force and effect.

9. WAIVER

The waiver or failure of either party to exercise or enforce in any respect any of its rights provided for in this Agreement or take action against the other party in the event of a breach of this Agreement shall not be deemed a waiver of any further right under this Agreement by such party or the right to subsequent enforcement of its rights or actions in the event of subsequent or the same breaches by the other party. Should you have any questions concerning this Agreement, you may contact CPUID by writing:

CPUID
39 RUE JOSEPH JACQUARD
59240 DUNKERQUE
FRANCE

10. TRADEMARKS

The names of companies and products mentioned on the Site or in the Materials may be the trademarks of their respective owners.

11. COMPLETE AGREEMENT

BY USING THIS SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND CPUID REGARDING THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND CPUID RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

12. OPTIONAL SUPPORT SERVICES

At your option and expense, and under a separate agreement, CPUID may provide you with support services related to your use of the CPUID SDK. Any supplemental software code provided to you as part of the support services shall be considered part of the CPUID SDK and subject to the terms and conditions of this License Agreement.