License Agreement

1. DEFINITIONS

 

The package contains software ("SDK”) and related explanatory written materials ("Documentation“). The expression SDK includes any upgrades, modified versions, updates, additions and copies of the SDK. "Licensee“ means the person or company who is being licensed to use the PPT2Flash SDK or related Documentation. “Licensor” means Wondershare Software Ltd..

 

2. GRANT OF RIGHTS

(1) Licensor hereby grants the Licensee a nonexclusive, non-transferable, limited license.

 

• to use one copy of the SDK on one single computer, provided the Software is in use on only one computer at any time and only for licensee’s internal business operations. (Personal License for one developer only).

 

• to use up to four copies of the SDK on four different computers, provided the Software is in use on not more than four computers at any time and only for licensee’s internal business operations. (Group License for four developers).

 

• to use any number of copies of the SDK at one physical site, provided the Software is in use only for licensee’s internal business operations. (Site License).

 

The SDK is " in use" on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer--for example, a hard disk, CD-ROM or other storage device.

(2)Licensor hereby grants the Licensee a nonexclusive, non-transferable, limited license to distribute the copy of the SDK with the Licensee’s final product. The SDK components may not be changed or altered in any way.

 

3. RESTRICTIONS

Notwithstanding the License granted in Section 2, Licensee shall not directly or indirectly:

 

a.Use, adapt, implement or otherwise exploit the SDK to develop, create, produce, sell or distribute any products or things other than its publications or publications which it may contract to publish;

b. Prepare, develop, make or have made, sell or otherwise distribute any derivative works based upon the SDK;

c. Recompile, disassemble, analyze or reverse engineer any portions of the SDK;

d. Grant any sublicenses regarding the SDK;

e. Reproduce or otherwise dispose of the SDK;

f. Disclose, transfer or otherwise make available the SDK to any of Licensee’s employees who do not have a specific need to know in order to perform Licensee’s obligations under this Agreement;

g. Sell, supply or otherwise distribute the SDK as standalone product(s) to any third party or entity at any time, and/or disclose, sell, lease, transfer or otherwise make available the SDK, or any license or rights granted hereunder, to any third party or entity at any time, without Licensor’s prior written consent, which will not be unreasonably withheld in the event such disclosure is made incident to Licensee’s assignment of this Agreement to a third party to which Licensor has granted its consent pursuant to the provisions hereof; and/or

h. Modify, enhance the functionality of, merge, translate or otherwise alter any portion of the SDK.

 

4. TERMS AND PROVISIONS

(1) Date of Agreement
The Agreement starts at the date of purchase.

 

(2) Technical Support
Licensor agrees to provide to the licensee of three types of licenses one year of technical support for free through our Customer Service Center (http://support.sameshow.com) from the date of purchase. After that period Licensee may extend the support by obtaining a separate Software Service Agreement. The terms and conditions of that Software Service Agreement are available upon request.

 

(3) Updates
Licensor may make changes, bug corrections or updates to the Modules, but has no obligation to do so. The licensee of three types of licenses are all entitled to one year of free updates from the date of purchase.

 

(4) Equipment
The sample code that is part of the SDK is to be used by Licensee for educational purposes only. Licensee shall not in any way disclose, copy, modify, distribute, or otherwise transfer the samples nor the license key or any license file of the ws_ppt2f.ddl.

 

(5) Archival or backup copies
Licensee may either make one copy of the SDK for backup or archival purposes or transfer the SDK to a single hard disk, provided Licensee keeps the original solely for backup or archival purposes.

 

(6) Things those are forbidden to the licensee:
International treaties protects the SDK and Documentation. Licensee must treat the SDK, Runtimes and Documentation like any other copyrighted material. Licensee may not:

• Copy the Documentation

• Copy the SDK except to make archival or backup copies as provided above

• Remove, alter or render illegible any copyright notice or other proprietary notices of Licensor

 

(7) Rights Reserved
Notwithstanding anything to the contrary contained herein, all rights not specifically granted in this Agreement to Licensee shall be reserved and remain always with Licensor.

 

(8) Confidentiality
Licensee agrees that during the performance of this Agreement Licensor may disclose to Licensee Confidential Information regarding its business, including without limitation the SDK, other documentation, know-how, inventions, computer codes, designs, research and development activities and other proprietary information which constitutes trade secrets of Licensor (collectively ’’Confidential Information’’). Licensee shall not in any way disclose, copy, modify, distribute, or otherwise transfer Licensor’s Confidential Information, or any part thereof, to any other person or entity at any time. Licensee has the right to disclose the Confidential Information only to its employees who have a specific need to know in order to perform Licensee’s obligations hereunder, but Licensee shall be responsible for all of its employee’s actions. Licensee shall use Licensor’s Confidential Information only to properly fulfill its obligations hereunder, and not for any other purpose. Licensor does not represent that the Confidential Information it may disclose hereunder will meet the requirements of Licensee or that the Confidential Information when combined with other information or when used in a particular way by Licensee will be sufficient or suitable for Licensee’s purposes.
Upon Licensor’s request, Licensee shall return to Licensor the originals and all copies of any Confidential Information (including all electronic and written copies) within ten (10) days of such request, and certify to Licensor that Licensee has not retained any such copies.

 

(9) Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, AND EXCEPT FOR LICENSEE’S INDEMNITY OBLIGATIONS HEREIN AND/OR LICENSEE’S OF THIS AGREEMENT OR OF ANY OF LICENSOR’S OTHER INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT, THE BREACH THEREOF, THE USE OR INABILITY TO USE THE MODULES, THE RESULTS GENERATED FROM THE USE OF THE MODULES, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS HOWEVER CHARACTERIZED AND/OR FROM ANY OTHER CAUSE WHATSOEVER. THE PARTIES FURTHER AGREE THAT EACH AND EVERY PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES IS EXPRESSLY INTENDED TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION SINCE THOSE PROVISIONS REPRESENT SEPARATE ELEMENTS OF RISK ALLOCATION BETWEEN THE PARTIES AND SHALL BE SEPARATELY ENFORCED. IN ADDITION, LICENSOR’S ENTIRE LIABILITY TO LICENSEE WHETHER IN TORT, CONTRACT OR OTHERWISE SHALL NOT EXCEED THE LICENSE FEE PAID BY LICENSEE TO LICENSOR HEREUNDER.

 

5. WARRANTY, INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY

 

(1) Warranty
Licensee agrees that it licenses the SDK ’’AS IS’’ without any warranty of any kind from Licensor. In light of the nature of software development, Licensor specifically does not warrant that the SDK will be bug or error free. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE SDK AND/OR ANY SERVICES PROVIDED BY LICENSOR TO LICENSEE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE

 

(2) Intellectual Property Rights
Title to the System SDK shall always remain with Licensor, and Licensee shall not acquire any interest therein except the limited right to use the same pursuant to this Agreement. The parties agree that Licensor shall solely own and have exclusive worldwide right, title and interest in and to the SDK, and to all modifications, enhancements and derivative works thereof, and in the People Republic of China and worldwide trademarks, service marks, trade dress, logos, copyrights, rights of authorship, moral rights, inventions, patents, rights of inventorship, rights of publicity, privacy and defamation, trade secrets, rights under unfair competition and unfair trade practices laws, and all other intellectual and industrial property rights related thereto (collectively ’’Intellectual Property Rights’’). Licensee shall not challenge, contest or otherwise impair Licensor’s ownership of the SDK or the validity or enforceability of Licensor’s Intellectual Property Rights related thereto. Licensee agrees to reasonably assist Licensor in maintaining and enforcing its Intellectual Property Rights regarding the SDK and Runtimes.

 

(3) Indemnity
Licensee shall indemnify, defend and hold harmless Licensor, its officers, directors, shareholders, employees, parent and affiliate entities, agents and representatives against all damages, claims, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees and costs, whether or not a lawsuit or other proceeding is filed, that in any way arise out of or relate to (a) any dispute or claim that Licensee’s publications or any content therein infringes upon or violates any third party’s Intellectual Property Rights under the laws of any country, (b) Licensee’s breach of any provision of this Agreement or of any separate Software Service Agreement, (c) the sale, license, promotion or distribution of Licensee’s publications or any of Licensee’s other products or services, and/or (d) the negligent or willful acts or omissions of Licensee. In the event Licensee fails to promptly indemnify and defend such claims and/or pay Licensor’s expenses, as provided above, Licensor shall have the right to defend itself. In that case, Licensee shall reimburse Licensor for all of its reasonable attorney’s fees and costs and damages incurred in settling or defending such claims within thirty (30) days of each of Licensor’s written requests.

 

6. LICENSE FEE AND INSPECTION

 

(1) License Limitations
By purchasing a Licence Licensee obtains the rights to use the SDK with one single Licensee’s product. The License key may only be distributed with one single product. A product means a full version lifetime (e.g. 1.0 / 2.0) of Licensee’s Software or Hardware. If the SDK or any part of it (e.g. licensee key or Runtimes) is to be used in another product, Licensee needs to purchase a separate License. Any License purchased for a specific product may not be used for a second product.

 

(2) Licence key – Design time
Licensee must not in any way disclose, copy, modify, distribute, or otherwise transfer the the license key or any license file of any part of the SDK to Licensee’s customers. Licensee must ensure that the license key cannot be read or seen in any way when used in Licensee’s binary code. Licensee’s failure to comply with this part of the agreements immediately terminates this License. Licensee is not entitled to any compensation.

 

(3) Additional Licenses
If Licensee subsequently licenses from Licensor additional Software beyond what is listed in Section 6.(1), then Licensee must pay to Licensor an additional license fee for such additional Licenses. Upon receipt of such payments, Licensor will deliver the additional Licenses to Licensee and such additional Licenses will automatically be deemed as Licenses licensed to Licensee under the provisions of this Agreement. The parties agree that the terms of this Agreement shall govern the additional Licenses licensed to and used by Licensee without the requirement of signing any additional license agreements or other documents.

 

7. MISCELLANIOUS

(1) Termination
Either party shall be entitled to terminate this Agreement on thirty (30) days’ prior written notice to the other party in the event the other party breaches an obligation on its part to be performed hereunder or under any separate Software Service Agreement and fails to cure such breach within thirty (30) days of receiving written notice of such breach. In addition, the breach of Sections 3, 4.(6), 5.(2), 4.(8) and 7.(6) shall be deemed non-curable and the non-breaching party then has the right to immediately terminate this Agreement. The provisions of Sections 3, 4.(6), 5.(1), 4.(6), 5.(2), 4.(8), 5.(3), 7.(3), 4.(9), 8 shall survive the termination or expiration of this Agreement.

 

(2) Cessation of Use
Upon termination of this Agreement: (a) the License to use the SDK shall automatically revert to Licensor, and Licensee shall thereafter immediately cease and refrain from using the SDK in any way; (b) Licensee shall return to Licensor all Confidential Information previously disclosed to Licensee and certify it has not retained or made copies of such information; and (c) Licensee shall remain liable to pay for all outstanding license fees, maintenance fees and other obligations hereunder and under its Software Service Agreement to Licensor.

 

(3) Unenforceability
In the event that any of the provisions of this Agreement shall be held to be invalid or unenforceable in whole or in part, the remaining provisions shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement.

 

(4) Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof (except if the parties also enter into a separate Software Service Agreement), and supersedes all prior or contemporaneous understandings or agreements, whether oral or written. This Agreement can be modified or amended only by a writing signed by both Licensor and Licensee.

 

(5) Assignment
Licensee shall not assign or delegate this Agreement without Licensor’s prior written consent, which will not be unreasonably withheld provided that the proposed assignee agrees in writing to assume all of Licensee’s obligations hereunder.

 

(6) Compliance With Laws
LICENSEE AGREES THAT THE SDK WILL BE USED AND ITS PUBLICATIONS WILL BE DEVELOPED, PRODUCED, SOLD AND DISTRIBUTED IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS AND IN COMPLIANCE WITH ANY REGULATORY OR GOVERNMENTAL AGENCY THAT HAS JURISDICTION OVER SUCH MATTERS IN LICENSEE’S COUNTRY, ANY COUNTRY THE LICENSEE DISTRIBUTES OR SELLS ITS SOFTWARE TO, AND IN THE FEDERAL REPUBLIC OF GERMANY. Licensee also agrees that it will not export or reexport any portion of the Modules or Licensor’s Confidential Information to any country or territory that is prohibited from receiving such materials under any applicable laws of the People Republic of China.

 

(7) No Other Agreements
This Agreement replaces and supersedes any prior written or oral agreements, if applicable.

 

(8) Amendment
This Agreement is subject to change by Licensor at any time and without notice.

 

8. GOVERNING LAW AND VENUE

This Agreement shall be interpreted and enforced according to the laws of the People Republic of China without application of its conflicts or choice of law rules. This Agreement shall be performed by the parties in ShenZhen, the People Republic of China and Licensee shall pay the License Fee to Licensor in US Dollars. Both parties irrevocably submit to the jurisdiction of the state or federal courts located in ShenZhen, the People Republic of China for any action or proceeding regarding this Agreement.