Anoto Live™ Forms
Copyright © 2016 Anoto AB. All rights reserved.
For the purpose of this agreement (the "Agreement"), "You" shall mean a legal entity acting by and through an individual installing and/or using the Product (as defined below), or an independently acting individual if the former definition by nature is not applicable.
If You acquired the Product in a country in North, Central or South America (You are an "American Entity") then "Anoto" shall mean Anoto, Inc., a Delaware corporation; otherwise, if You acquired the Product in the United Kingdom or Ireland (You are a "UK/Irish Entity"), then "Anoto" shall mean Anoto Ltd., a corporation registered in England and Wales; otherwise, if You acquired the Product in Japan (You are a "Japanese Entity"), then "Anoto" shall mean Anoto K.K., a Japanese corporation; otherwise "Anoto" shall mean Anoto AB, a Swedish corporation. You find Anoto's contact information on the web site http://www.anoto.com. Anoto and You are hereinafter referred to individually as a "Party" and collectively as the "Parties".
This Agreement contains the terms and conditions under which Anoto grants You a license to install and use the Product. You accept the terms and conditions of this Agreement by proceeding with the installation and/or by using the Product. You must abort the installation and/or refrain from using the Product if You do not accept the terms and conditions contained herein.
The effective date of this Agreement (the "Effective Date") is the date when You first received the Product.
1. The Product
The "Product" licensed under this Agreement consists of (a) all of the contents of the files or other media (provided by any method of distribution) with which this Agreement is distributed or associated, including but not limited to (i) Anoto or third party computer information or software, and (ii) related explanatory written materials or files; and (b) any upgrades, modified versions, updates, additions, and copies thereof; licensed to You by Anoto and for which You have paid the applicable fees.
2. Granted License
Subject to the terms and conditions of this Agreement, Anoto grants You a limited, non-exclusive license to install and use one (1) copy of the Product for the purposes described in the associated documentation. You may also make one (1) copy of the Product solely for backup purposes.
3. Your Undertakings
You commit not to
(a) Assign, sublicense, distribute, sell, lend, lease, give away or otherwise transfer Your rights under this Agreement to any third party;
(b) Modify, reverse engineer, decompile or disassemble or otherwise attempt to discover the source code or structure of any part of the Product, except to the extent that this restriction is prohibited by law;
(c) Remove any proprietary, copyright, trade secret or warning legends from any items in the Product;
(d) Copy any part of the Product, except as explicitly provided for in this Agreement; or
(e) Otherwise use the Product for any other purpose than specifically allowed under this Agreement.
Further, You agree not to use the Product in the market of VCP Applications, unless Anoto first gives its prior written approval thereto. You acknowledge that such approval may be conditional on restrictions in addition to the terms and conditions of this Agreement. Here,
(a) "VCP Applications" mean Voting Applications, Census Applications and/or People Registration Applications;
(b) "Voting Application" means the use of Digital Pens and Paper Products for an election or referendum – i.e., an organized national and/or local government process or a private entity process whereby a formal indication of a deliberate choice between two or more candidates or courses of action is expressed by eligible voters – in which votes are cast by at least 10,000 individuals;
(c) "Census Application" means the use of Digital Pens and Paper Products for a census – i.e., a government project or government sponsored project consisting of collecting demographic, economic and/or social statistical information for a particular period of time, from all residents of a particular geographical region – in which such information is collected from at least 100,000 individuals;
(d) "People Registration Application" means the use of Digital Pens and Paper Products for an organized national and/or local government project or a private entity project to collect biographical personal data and/or enroll groups of people, of at least 100,000 individuals or more;
(e) "Paper Product" means paper or other media on which the Anoto proprietary dot pattern coded to hold coordinates and/or other tangible information is reproduced; and
(f) "Digital Pen" means a pen or other device, or combination of devices, which can detect and decode the Anoto proprietary dot pattern as reproduced on Paper Products.
4. Ownership and License Provisions
The Product and all rights including the title and intellectual property rights therein are owned by Anoto and/or its licensors. Except as expressly set forth in this Agreement, no ownership right or license under any patents, copyrights, trademarks or other proprietary rights is granted or conveyed to You by Your acceptance of this Agreement.
You acknowledge that elements embedded in the Product may be owned by third parties and may be distributed by Anoto under license. Copyright notices and additional license terms for such elements may accompany the Product in the Product documentation, a "Read Me" or "Release Note" text file, a leaflet or similar, as applicable. You commit to respect any such notices and accept any such license terms, in addition to Your commitment to follow the other provisions of this Agreement.
Anoto warrants for a period of six (6) months from the Effective Date that the Product will perform substantially in accordance with the documentation provided with Product, to the extent this documentation originates from Anoto. If You discover any fault or error and inform Anoto thereof within this period, Anoto shall within reasonable time use commercially reasonable efforts to try to correct such faults and errors in the Product and provide You with an update of the Product. However, Anoto shall have no warranty obligations if You do not use the Product in accordance with its documentation, or if You have modified or attempted to modify the Product or has used the Product together with inter working equipment not prescribed in the documentation.
Except as stated above, the Product is provided by Anoto and its licensors "as is". THERE ARE NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTY OF NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR FITNESS FOR A SPECIFIC PURPOSE. Anoto shall have no other liability and You shall have no other remedy in case of breach of warranty in accordance with this section other than expressly provided for herein.
6. Limitation of Liability
If You are an American Entity, then the following shall apply:
ANOTO'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL FOR ANY EVENT AND AGGREGATED FOR ALL EVENTS BE LIMITED TO THE NET AMOUNT YOU HAVE PAID TO ANOTO FOR YOUR LICENSE UNDER THIS AGREEMENT.
HOWEVER, NOTWITHSTANDING THE FOREGOING SECTION, IN NO EVENT SHALL ANOTO BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY LOSS OF OPPORTUNITY, BUSINESS, PROFIT, REVENUE, DATA OR OTHER INFORMATION, OR ANY USE OF ANY DATA, INFORMATION, DOCUMENTATION OR SERVICES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE OR OTHER THEORY OF LIABILITY, EVEN IF ANOTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. UNDER JURISDICTIONS NOT ALLOWING EXCLUSION OF LIABILITY BUT ALLOWING LIMITATION OF LIABILITY, ANOTO'S MAXIMUM LIABILITY SHALL BE LIMITED TO ONE HUNDRED US DOLLARS (USD 100).
Otherwise, the following shall apply:
ANOTO'S TOTAL LIABILITY UNDER THIS AGREEMENT, SAVE FOR CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SHALL FOR ANY EVENT AND AGGREGATED FOR ALL EVENTS BE LIMITED TO THE NET AMOUNT YOU HAVE PAID TO ANOTO FOR YOUR LICENSE UNDER THIS AGREEMENT.
HOWEVER, NOTWITHSTANDING THE FOREGOING SECTION, IN NO EVENT SHALL ANOTO BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY LOSS OF OPPORTUNITY, BUSINESS, PROFIT, REVENUE, DATA OR OTHER INFORMATION, OR ANY USE OF ANY DATA, INFORMATION, DOCUMENTATION OR SERVICES, UNLESS THE DAMAGE SUFFERED IS DUE TO ANOTO'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
7. Term and Termination
This Agreement shall become effective on the Effective Date, and shall remain effective until expired or terminated in accordance with this section.
In the event that the use of the functions of the Product is limited to a certain time period (as follows from the information provided with the Product; whether implemented through a technical limitation such as a time depending license key or not), then this Agreement will expire automatically by the end of this time period.
This Agreement will terminate immediately and without notice upon Your breach of any of the provisions of this Agreement.
You may terminate this Agreement at any time for convenience by stopping to use the Product.
Upon expiration or termination of this Agreement, You shall immediately stop using the Product, and uninstall and destroy all copies of the Product You have made or otherwise have access to, specifically also including backup copies and documentation thereof.
The provisions of sections 4 (Ownership), 6 (Limitation of Liability), 10 (Miscellaneous), and 11 (Jurisdiction and Venue) shall survive the expiration or termination of this Agreement.
You agree that the Product will not be shipped, transferred or exported into any country or used in any manner prohibited by any export laws, restrictions or regulations.
9. Notice to U.S. Government End Users
The Product is a "Commercial Item", as that term is defined at 48 CFR 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 CFR 12.212 or 48 CFR 227.7202, as applicable. Consistent with 48 CFR 12.212 or 48 CFR 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
This Agreement embodies the entire understanding between the parties respecting the subject matter of this Agreement. This Agreement shall not be modified except by a writing duly signed by an authorized officer of Anoto. The failure of either party to require performance by the other party of any provision of this Agreement shall in no way affect the full right to require such performance at any time thereafter. Should any provisions of this Agreement be found unenforceable by a court of competent jurisdiction, the remainder shall remain in effect to the furthest possible extent.
You agree that Anoto's licensors contributing to the Product may be intended third party beneficiaries under this Agreement, and have the right to enforce the provisions of this Agreement to the same extent as Anoto has, however, limited to their respective contributions to the Product.
11. Jurisdiction and Venue
If You are an American Entity, then the following applies:
This Agreement and the validity thereof shall be governed by and construed in accordance with the substantive laws of the state of New York, USA, excluding its conflicts of laws principles. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be finally settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The seat of arbitration shall be the city of New York, NY, USA.
Otherwise, if You are a UK/Irish Entity, then the following applies:
This Agreement and the validity thereof shall be governed by and construed in accordance with the substantive laws of England and Wales and shall be subject to the exclusive jurisdiction of the English courts. However, if any dispute arises in connection with this Agreement, the parties will first attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing ('ADR notice') to the other party to the dispute requesting a mediation. A copy of the request should be sent to CEDR. The mediation will start not later than 30 days after the date of the ADR notice. No party may commence any court proceedings/arbitration in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay. The seat of mediation shall be London, England.
Otherwise, if You are a Japanese Entity, then the following applies:
This Agreement and the validity thereof shall be governed by and construed in accordance with the substantive laws of Japan. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The seat of arbitration shall be Tokyo, Japan.
Otherwise, the following applies:
This Agreement and the validity thereof shall be governed by and construed in accordance with the substantive laws of Sweden. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden.
In either case, the language of arbitration shall be English, unless You and Anoto agree otherwise.
Notwithstanding the aforementioned, any court of competent jurisdiction may (i) process and enforce requests for preliminary injunction, (ii) settle disputes on payments, and (iii) enforce the rulings of an arbitral proceeding irrespectively of any confidentiality provisions that otherwise might apply to such proceeding.
12. Other Rights and Responsibilities
You might have rights and responsibilities under applicable law or under separate agreement with Anoto or the distributors and/or the resellers of the Product which are not described in this document. Nothing herein affects Your statutory rights, including the rights of consumers under national legislation governing the provisioning of consumer goods, that cannot be waived or limited by contract.
[End of Agreement]
[Anoto SW EULA 140701]