Accusoft Corporation Software License Agreement

Accusoft Corporation Software License Agreement

This Software License Agreement is entered into as part of an associated Order Form between Accusoft Corporation, 2399 Blake Street Suite 125 Denver, CO 80205 (“Accusoft”), and the customer identified in the Order Form (“Customer”). Together, this Software License Agreement and the associated Order Form are the “Agreement.” Accusoft hereby grants to Customer a limited, non-exclusive, non-transferable right and license:

a) To install and include in the Customer products named in the Order Form (the “PRODUCT”), the Accusoft software and/or services named in the Order Form (the “CODE”) solely for development, maintenance, technical support, and warranty service of PRODUCT; and

b) To install, use, reproduce, display, or otherwise distribute or transfer copies of the CODE, as an integral part of the PRODUCT application, in executable form only, as may be further restricted by “Video Technologies Distribution” below.

Video Technologies Distribution: The CODE may include video compression/decompression technologies such as H.265 that are covered by third-party patents. If applicable, Accusoft has obtained patent licenses covering Accusoft’s distribution of its CODE, however, Accusoft’s licenses do not extend to the PRODUCT. Customer is responsible for obtaining any required third-party patent licenses for distribution of the PRODUCT containing any portions of the CODE that include these technologies. Customer will indemnify and hold Accusoft harmless from any and all patent claims that arise from distribution of the PRODUCT containing any portions of the CODE that include these technologies.

Customer acknowledges that the CODE is provided “as is” and Customer assumes all responsibility for evaluating and testing the suitability of the CODE for use in the PRODUCT in regard to features and functionality as described in the CODE electronic documentation. Customer assumes all liabilities of the PRODUCT within its operations and with regard to Customer’s end-users. This license grants rights only to the CODE identified above and does not convey any other rights of use or distribution to Accusoft technology.

Customer shall pay to Accusoft according to the Fees structure as defined in the Order Form. Customer shall pay to Accusoft for the Annual Maintenance and Support described in Attachment A herein and according to the fees and any other terms stated in the Order Form. This Agreement begins on the Effective Date defined in the Order Form and continues for a period specified in the Order Form (the “Term”) unless amended in writing. Accusoft may terminate this Agreement before the end of the Term if Customer materially breaches this Agreement. A Material Breach includes (i) Customer’s failure to perform any obligation under this Agreement, or (ii) Customer’s failure to timely report or pay amounts due under this Agreement.

Accusoft warrants and represents that it has the right to grant Customer the rights granted in this Agreement.

Accusoft will defend, at its own expense, any suit or proceeding (an “Action”) against Customer alleging that the CODE (as furnished under this Agreement and used within the scope of the license) infringes any third- party patent, copyright, or trade secret rights in the United States. Accusoft will pay any costs, damages or awards (including court costs) awarded in such Action, provided that Customer (a) promptly gives Accusoft written notice of the Action, and (b) allows Accusoft to control the defense and any settlement negotiations. Any settlement must include an unconditional release of Customer from liability on the claims that are the subject matter of the Action. After Accusoft notifies Customer that it has assumed the defense, Accusoft will not be liable for legal or other expenses Customer incurs thereafter in connection with the defense.

If the CODE (or any portion thereof) as furnished under this Agreement and used within the scope of the license is held to infringe a third-party proprietary right and its use is enjoined, Accusoft will, at its sole option and expense: (i) procure the right for Customer to continue using the CODE (or the affected portion); (ii) replace it with non-infringing software with equivalent functionality; or (iii) if Accusoft determines the foregoing options are commercially impracticable, accept return of the infringing material and refund the fees actually paid by Customer to Accusoft under this Agreement for the six (6) month period immediately preceding the date the injunction became effective.

Accusoft will have no liability for any Action based on or arising out of Customer’s use of the CODE in combination with the PRODUCT or any other systems, equipment or software if the infringement claim would not have arisen but for such combination.

The above sets forth the entire liability of Accusoft and the sole remedy of Customer against Accusoft with respect to any Action for any alleged patent, copyright or trade secret infringement by the Accusoft CODE.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ACCUSOFT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ANY LIABILITY OF ACCUSOFT ARISING OUT OF OR RELATED TO THE CODE OR THIS DISCLAIMER SHALL BE SUBJECT TO THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS AGREEMENT.

EXCEPT FOR CUSTOMER’S OBLIGATIONS RELATING TO (i) PAYMENT OF FEES; (ii) BREACH OF THE LICENSE GRANT OR RESTRICTIONS; OR (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING, FOR ACCUSOFT, ITS DEFENSE AND PAYMENT OBLIGATIONS FOR THIRD-PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS AS SET FORTH IN THIS AGREEMENT), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR COSTS OF COVER, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR THE OBLIGATIONS DESCRIBED ABOVE, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO ACCUSOFT UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.

THE PARTIES AGREE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Customer will include an attribution substantially similar to the following within the PRODUCT’s electronic documentation (or equivalent): “PRODUCT contains portions of viewing, conversion, and imaging code owned by Accusoft Corporation, Denver, CO.”

Customer agrees that the CODE and the terms, conditions, and value of this Agreement, are confidential and proprietary information of Accusoft and will not be disclosed except as required to perform under this Agreement.

Either party may issue press releases concerning the relationship described in this Agreement and the use of the CODE in the PRODUCT, provided that each press release is approved in advance by the other party, and such approval will not be unreasonably withheld.

Unless specifically allowed as an exception, in writing only, any and all installations of the CODE requires licensing and also requires that a license fee be paid for such installation in the time period specified in the Agreement. Installing the CODE on a computer system triggers the license fee and such installation must be reported and paid for, whether or not the CODE is executed on that system. For purposes of this Agreement, Accusoft may use the terms “Copy,” “Runtime,” and “Installation” interchangeably, and alternative meanings outside this Agreement do not create an exception from reporting or payment obligations.

If Customer creates or uses any copy of the CODE other than as permitted by this Agreement, Customer will pay Accusoft, on the same terms and conditions as other payments due under this Agreement, the then current published quantity one (1) price for that copy as liquidated damages and not as a penalty.

All license fees, maintenance and support fees, and other payments are due no later than thirty (30) days after the applicable due date. All fees are in US Dollars and net amounts due to Accusoft. Any value-added tax or withholding will be added so that the net amount received by Accusoft equals the fees described in this Agreement. Any fees associated with collecting amounts owed under this Agreement, including reasonable attorneys’ fees, will be paid by the violating party.

Late payment charges shall be imposed on all outstanding balances for each month, or portion thereof, that the outstanding balance remains unpaid, at the lesser of either the rate of 1.5% per month or the maximum rate permitted by law for such charge (“Late Payment”). If Late Payment charges are not paid when due, those charges will themselves be treated as a Late Payment under this Agreement.

During any period in which a Late Payment remains unpaid, Accusoft may suspend any Annual Maintenance and Support subscription that would otherwise be due under this Agreement. During a suspension, Customer will have no right of refund, offset, or claim of breach or damages arising from the suspension.

Terms. Accusoft rejects all preprinted terms contained in any document Customer uses to order software and/or user licenses from Accusoft. Such terms will have no legal effect.

Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, without regard to conflicts of law principles.

Venue and Attorneys’ Fees. Any action related to or arising out of the Agreement, or any amendment to the Agreement, shall be brought in any state or federal court located in Delaware. The parties waive any objections to jurisdiction or venue and consent to the personal jurisdiction of those courts. The rights specified herein are in addition to any and all other rights either party has under applicable law. The prevailing party in any dispute shall be entitled to recover its reasonable attorneys’ fees and other expenses incurred in the dispute.

ATTACHMENT A

Maintenance and Support

Provided Licensee pays Licensor the amount agreed upon in the Order Form, Licensee will be entitled to Maintenance and Support as described herein.

1. GENERAL

1.1 Defined Terms. The capitalized terms listed below will have the following meanings:

(a) “Enhancement” means any modification or addition that, when made or added to the Software, materially changes its efficiency, performance, functional capability, or application, but that does not constitute solely an Error Correction. Licensor may designate Enhancements as minor or major, depending on its assessment of their value and of the function added to the Software.
(b) “Error” means any significant failure of the Software to conform in any material respect to the Documentation.
(c) “Error Correction” means either a modification or addition that, when made or added to the Software, brings the Software into material conformity with the Documentation, or a procedure or routine that, when observed in the regular operation of the Software, avoids the practical adverse effect of such nonconformity.
(d) “Normal Working Hours” means Monday through Friday, between the hours of 12:00am to 5:00pm, Pacific Standard Time (9:00am to 2:00am Central European Time), excluding statutory holidays.
(e) “Releases” means new versions of any part of the Software, which may include Error Corrections and/or Enhancements.
(f) “SSCCE” means a Short, Self-Contained, Correct Example that can be used by Licensor to reproduce the error, flaw, failure, malfunction or issue in the Software that Licensee reported to Licensor.
(g) “Updates” are modifications to any part of the Software designated by Licensor as bug fixes, patches or changes to Software.

2. SCOPE OF SERVICES

2.1 Services. Licensor will render the following services in support of the Software to Licensee, during Normal Working Hours:

(a) Licensor will provide technical support services via email, via such domain as Licensor notifies Licensee (or such other domain as Licensor may notify Licensee of in future), to respond to issues and provide assistance in use of the Software, using reasonable commercial efforts to respond within four hours of receipt of any such email;
(b) Licensor will be responsible for using all reasonable diligence to correct verifiable and reproducible Errors when reported to Licensor in accordance with its standard reporting procedures, for Errors classified by severity as follows:

(i) Priority 1: an Error which causes a system crash under normal usage.
Licensor will within two working days of verifying that such an Error is present, initiate work in a diligent manner toward development of an Error Correction.
(ii) Priority 2: an Error which causes a crash of the Software under normal usage.
Licensor will within five working days of verifying that such an Error is present, initiate work in a diligent manner toward development of an Error Correction.
(iii) Priority 3: other Errors.
Licensor will in the normal course of its general maintenance cycle of the Software, initiate work in a diligent manner toward development of an Error Correction.

Following completion of an Error Correction, Licensor will provide the Error Correction through a “temporary fix” consisting of sufficient programming and operating instructions to implement the Error Correction. Licensor will include the Error Correction in all subsequent Updates and Enhancements of the Software. Licensor will not be responsible for correcting Errors in any version of the Software other than the most recent version of the Software, provided that Licensor will continue to support prior version releases superseded by recent releases for a reasonable period sufficient to allow Licensee to implement the newest Release;
(c) Licensor may, from time to time, issue Updates and Enhancements. Licensor will provide access to Licensee via email or at its web site for Licensee to download each new Update and Enhancement, without additional charge.

(collectively called the “Support Services”)

2.2 Excluded Items. If any apparent error or problem with the Software that is reported to Licensor by Licensee is traceable to the acts or omissions of Licensee or its employees, the Software’s integration by Licensee with any Licensee Product(s), hardware problems, use of unqualified personnel, user error, alteration of the Software by Licensee or any third party, the use of an out-of-date version of the Software, or failure to comply with the terms and conditions of the License Agreement (“Excluded Items”), (a) Licensor will notify Licensee that the requested support relates to Excluded Items and will advise Licensee of Licensor’s then-current hourly rates, and (b) provided that Licensee expressly confirms, by signing a statement of work setting out the requested support, that it wishes for Licensor to provide the requested support at Licensor’s then-current hourly rates, such time and expenses associated with such support effort will be billed by Licensor at its then-current hourly rates.

Licensee’s Obligations. Prior to submitting a support request, Licensee must first attempt to resolve the Error independently. Licensee shall provide Licensor with all the necessary support and information requested by Licensor to acknowledge an Error and/or resolve the Error, including, but not limited to: (i) identify, document and report each Error necessitating technical support, including a detailed description of the Error and the operating environment in which the Error occurred, and, if requested by Licensor, supply Licensor with such documentation; (ii) provide reasonable assistance necessary to demonstrate and allow Licensor to diagnose the Error; (iii) execute reasonable diagnostic routines in accordance with instructions provided by Licensor and inform Licensor of the results of such tests; (iv) implement each Update, Error Correction or other solution to such Error provided by Licensor; and (v) if the Error cannot easily be reproduced, provide Licensor (at its request) a SSCCE that can be compiled and executed on Licensor’s own systems.

2026/05