LICENSE AGREEMENT

KEY LICENSE POINTS*:

• OCR Tools is a Division of File Innovations, LLC.
• Licenses are PER DEVELOPER. One developer may utilize a single developer license on one machine
• Client-side controls are licensed ROYALTY FREE. You pay to use them in design time. You do not pay additional royalties when you create an executable and distribute the component with that executable.
• Server-side controls are licensed DEPLOYMENT FREE. You pay to use them in design time.
• All sales of licenses are final.
• Distribution of controls for use in design time is NOT covered under this license. If you wish to distribute our controls as part of a design environment, that requires a special OEM license and does involve the payment of royalties.

*These are recaps of key points in our license agreements. For exact license terms and conditions please read the full License Agreements below.

SOFTWARE LICENSE AGREEMENT FOR File Innovations, LLC:
(Revised July 2007)

VERY IMPORTANT - READ CAREFULLY:

This File Innovations Software License Agreement (hereinafter, this "LICENSE") is a legal agreement between you (either an individual or a single entity) and File Innovations, LLC ("File Innovations") hereafter referred to as File Innovations, for the software containing this LICENSE or products identified on the disk or CD-ROM enclosed with the package which contain computer software and associated media and printed materials, and may include "on-line" or electronic documentation (the "SOFTWARE") and for which the CD-Key(s) are either provided on the back of the enclosed CD case or obtained through File Innovations or its authorized distributor.

IT IS NECESSARY FOR YOU TO AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE BEFORE YOU ARE PERMITTED TO CONTINUE TO INSTALL THE SOFTWARE.  BY CLICKING THE [ENTER] OR [ACCEPTED] DURING INSTALLATION, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE INCUDING THE WARRANTY DISCLAIMERS, LIMITATIONS ON LIABILITY AND TERMINATION PROVISIONS.

I.  OWNERSHIP; LICENSE GRANT.

This is a license agreement and NOT an agreement for sale.  File Innovations continues to own the copy of the SOFTWARE contained on the disk or CD-ROM or in electronic form from an internet download and all copies thereof.  Your rights to the SOFTWARE are specified in this LICENSE, and File Innovations retains all rights not expressly granted to you in this LICENSE.  File Innovations hereby grants to you, and you accept, a non-exclusive, non-transferable license to use, copy and modify the SOFTWARE only as authorized below.

II.  PERMITTED USES.

This LICENSE grants you the following rights:

A.  The SOFTWARE is licensed per individual developer.  If you have purchased a "multi-pack" license, you may use a copy of the SOFTWARE identified in the multi-pack on the number of computers associated with the multi-pack (e.g. a three user multi-pack allows you to use the SOFTWARE on up to three computers concurrently or by three different developers, the ten user multi-pack on up to ten computers concurrently or by ten different developers).  The SOFTWARE is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk, CD-ROM, or other storage devise) of that computer.  However, installation on a network server for the sole purpose of internal distribution to one or more other computer(s) shall not constitute "use" for which a separate license is required, provided you have a separate license for each computer to which the SOFTWARE is distributed.

B.  Solely with respect to electronic documents included with the SOFTWARE, you may make a copy (either in hardcopy or electronic form) for each developer for which the Software has been licensed as described in Section II.A, above; provided, that such copies shall be used only by such developer for internal purposes and are not to be republished or distributed to any other third party or developer.

C.  You may use the trial versions of the SOFTWARE only for the limited purposes of demonstrations, trials and design time evaluations and running a product tour.

III.  PROHIBITED USES.

You may not, without the prior written permission of File Innovations:

A.  Disassemble, decompile or "unlock", decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of SOFTWARE provided in object code form only.

B.  Use, copy, modify, or merge copies of the SOFTWARE and any accompanying documents except as permitted in this LICENSE.

C.  Transfer, rent, lease, or sublicense the SOFTWARE.

D. Separate the software programs comprising the SOFTWARE for use by more than one user at a time.

IV. REDISTRIBUTABLE COMPONENTS.

A.  You may distribute your application that contains File Innovations components royalty free, but you may not distribute components you have created that contain File Innovations components.

B.  In addition to the license and rights granted in Sections I and II, File Innovations grants you a nonexclusive, royalty-free right to reproduce and distribute the object code version of those portions of the SOFTWARE designated in the SOFTWARE as (i) those portions of the SOFTWARE which are identified in the documentation as the VBX ("VBX") and/or OCX ("OCX") Controls and/or DLL Controls and/or class files and/or jar files; (ii) those portions of the SOFTWARE which are identified in the documentation as REDISTRIBUTABLE DLLs ("DLLs") (collectively the “REDISTRIBUTABLES”);  provided:

•  you distribute the REDISTRIBUTABLES in object code form only in conjunction with and as part of your software application product which adds significant and primary functionality;

•  you do not use File Innovations’ name, logo or trademarks to market your software application product;

•  you include a valid copyright notice on your SOFTWARE; and

C.  In addition to the other requirements set forth in this Section V, you hereby agree to indemnify, hold harmless, and defend File Innovations from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising from or related to any claim, action, proceeding or allegation that arises or results, either directly or indirectly, from the use and distribution of any of your software application product(s) or components.

V.  COPYRIGHT.

All title and copyrights in and to the SOFTWARE (including but not limited to any images, photographs, animation, video, audio, music, text and "applets" incorporated into the SOFTWARE) and the accompanying printed materials are owned by File Innovations or its suppliers.  The SOFTWARE is protected by United States copyright laws and international treaty provisions. All rights are reserved worldwide.  You must treat the SOFTWARE like any other copyrighted material, except that you may, in addition to the copies permitted in this LICENSE, make one copy of the SOFTWARE solely for backup or archival purposes. No part of the accompanying printed materials may be reproduced, transmitted, transcribed, stored in any retrieval system, or translated into any language by any means without the express prior written permission of File Innovations.

VI.  TERMINATION.

This LICENSE and your right to use the SOFTWARE will terminate immediately without notice from File Innovations if you fail to comply with the terms and conditions of this LICENSE.  Upon termination, you agree to destroy the SOFTWARE, including all accompanying documents and copies.  This is in addition to and not in lieu of any criminal, civil or other remedies available to File Innovations.

VII.  CONFIDENTIALITY.

You acknowledge that the SOFTWARE and any source code provided to you pursuant to this LICENSE, as well as any modification, enhancement, derivative work and/or extension thereto includes valuable trade secrets of File Innovations.  You agree to assume full responsibility for such employees’ or contractors’ use, or misuse, of such disclosed source code as if it was your use.  These obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on File Innovation's information, or approved in writing for release by File Innovations without restriction.

VIII.  U.S. GOVERNMENT RESTRICTED RIGHTS.

Any SOFTWARE and documentation which is provided to the United States of America , its agencies and/or the U.S. Government ("the Government") is provided with RESTRICTED RIGHTS.  Use, duplication, or disclosure by the Government is subject to restrictions as set forth in 48 C.F.R. 2.101 (October 1995), consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" as such terms are used in 48 C.F.R. 12.212 (September 1995) and in FAR Sections 52-227-14 and 52-227-19 or DFARS Section 52.227-7013 (C)(1)(ii), or their successors, as applicable.  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7204-4 (June 1995), or any successor regulations, this Software is provided to Government users pursuant to the terms and conditions herein. Manufacturer is File Innovations, LLC..

IX.  LIMITED WARRANTY.

A.  ALL SOFTWARE provided to you  is provided "AS IS," without warranty of any kind. File Innovations does not warrant that the SOFTWARE will be error-free. SOURCE CODE IS LICENSED “AS IS”.  File Innovations DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR SOURCE CODE.

B.  File Innovations’ and its suppliers’ entire liability, in contract, tort or otherwise, and your exclusive remedy under the performance warranty set forth in Section IX.A, shall be, at File Innovations’ option, either (a) return of the purchase price paid, or (b) repair or replacement of the defective SOFTWARE.  (c) take no action. SOFTWARE purchased other than directly from File Innovations shall be returned to the place it was purchased.  This limited warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. 

C. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION IX, File Innovations AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE.

X.  LIMITATION OF LIABILITIES.

File Innovation's liability, whether in contract, tort, or otherwise, arising out of Licensee's use of, or in connection with, the SOFTWARE, or otherwise under this Agreement, shall not exceed the amount of the license fee paid by you to File Innovations.   IN NO EVENT SHALL File Innovations OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF File Innovations HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

Some states and jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, or the exclusion of implied warranties or limitations on how long a warranty may last, so the limitations in Sections IX and X may not apply to you.

XI.  MISCELLANEOUS.

In the event of invalidity of any provision of this LICENSE, the parties agree that such invalidity shall not affect the validity of the remaining portions.  You agree that you will not export or re-export the Software without the appropriate United States or foreign government licenses. 

This LICENSE is governed by the laws of the State of Minnesota as applied to agreements entered into and to be performed entirely within Minnesota.  This agreement shall be deemed to have been made in the State of Minnesota, U.S.A. and shall be interpreted, and the rights and liabilities of the parties hereto determined in accordance with the law of the State of Minnesota, U.S.A., without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts for the County of Dakota, Minnesota, U.S.A. for the determination of any claim or controversy between the parties and arising out of or relating to this Agreement. Both parties hereby consent to the jurisdiction of the Minnesota courts and waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to inconvenient forum or any other basis.

This is the entire agreement between you and File Innovations which supersedes any prior agreement, whether written or oral, relating to this subject matter.