General DocuCom OEM License Agreement

Zeon Corporation

OEM License Agreement for DocuCom Serial Products

NOTICE TO LICENSEE: THIS IS A LEGAL CONTRACT BETWEEN LICENSEE AND ZEON CORPORATION. LICENSEE SHOULD CAREFULLY READ AND ACCEPT ALL THE TERMS AND CONDITIONS SET FORTH IN THIS DOCUMENT BEFORE USING ALL OR ANY PORTION OF THIS SOFTWARE. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE.

Upon LICENSEE’s acceptance of this Agreement and as long as LICENSEE comply with the terms and conditions of this Agreement and a separately prepared “LICENSEE Specific OEM Contract”, Zeon Corporation grants to the LICENSEE a non-exclusive license and right to bundle this Software product in LICENSEE’s Developer Host Application with the permitted numbers set forth below.

DEFINITIONS:

a. "Software Products" means all of the DocuCom OEM Products and related documentations, including all updates developed by Zeon Corporation.

b. "Developer Host Application" means the host application software, whether as a Client or a Server Application, developed by LICENSEE that incorporates the Software Products.

c. "Client Application” means use of the Software Products on a computer such that all of the following conditions are met:

i. End User interaction is required to operate the Software Products.

ii. There is a one-to-one (1:1) relationship between the End User and the Software Products.

d. "Server Application” means use of the Software Products on a computer with a single or multiple Central Processing Unit (CPU) which allow to be accessed by any users. The Software Products will not be used on any internet environment by any change.

e. "End User" means a licensee of software products who acquires such products for use rather than distribution or resale.

f. “Permitted numbers” indicates the number of copy under this license granted by Zeon Corporation.

g. "Expire Date" indicates the period of time specified under a valid license granted by Zeon.

h. “LICENSOR” indicates Zeon Corporation.

i. “LICENSEE” indicates the party(s) which the Software Products are licensed to.

j. "Confidential Information" shall mean non-public information disclosed by one party to the other party. It also includes all accessed information thru LICENSEE’s OEM account in LICENSOR Website.

LICENSE OF SOFTWARE

In consideration of the mutual covenants and promises herein contained, both sides of LICENSOR and LICENSEER agree as follows:

1. Distribution.

LICENSEE represents that it will distribute to End User the Software Products only as bundled, integrated or in conjunction with Developer Host Application, and that LICENSEE will be only allowed to bundle the permitted numbers of the Software Products in the Developer host Application, and will not distribute the Software Products as a stand alone product. Developer Host Application must add significant customer value to the Software Products.

As longer as LICENSEE complies to the terms and conditions of both this agreement and a separately prepared “LICENSEE Specific OEM Contract”, LICENSEE may use the Software Products in Client or Server environment for internal use or distributing to general public of Developer Host Applications. LICENSEE will be not allowed to install the Software Products to any external network services with connection to general public.

2. Prohibitions; Compliance.

LICENSEE agrees not to distribute the Software Products by rental or lease and shall comply with all applicable laws and regulations and obtain all appropriate government approvals pertaining to the sublicensing, transfer and advertising of the Software Products.

LICENSEE further agrees not to sub-license the Software Products to other software vendors; except explicitly agreed by LICENSOR with a written business agreement.

3. Restricted Functions.

LICENSEE may only use the Software Products to enable End Users of Developer Host Application to perform or initiate the functions documented and provided by LICENSOR with the Software Products.

4. Restrictions on De-compiling.

LICENSEE agrees not to alter, reverse engineer, translate, disassemble, de-compile, or otherwise attempt to derive source code to the Software Products in whole or in part.

5. Limitations on Dynamic Library.

LICENSEE agrees not to use the Dynamic Library for any Server Application of the Software Products.

6. Proprietary Notices.

LICENSEE agrees to include the applicable copyright and trademarks related to the Software Products in the documentation provided to end users with the Developer Host Application;

7. Proprietary Rights.

LICENSEE acknowledges that the Software Products is proprietary to LICENSOR and that LICENSOR (and its suppliers) retain exclusive ownership of the Software Products. LICENSEE will take all reasonable measures to protect LICENSOR’s proprietary rights in the Software Products. Except as provided herein, LICENSEE is not granted any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, franchises or licenses with respect to the Software Products.

8. Send Developer Host Application

LICENSEE agrees to send the complete Developer Host Application to LICENSOR -- upon request, for product verification and archiving purpose, before it is commercially available.

PRODUCT UPDATE/UPGRADE

Product update will be free of charge for changes within the same major version number anytime, for example; v7.0 to v.7x. Updated version will be found in LICENSOR’s Website whenever available. Upgrade fee will be needed for major version number change, such as v6.x to 7.0.

SUPPORT

LICENSOR will provide free Online Support services to the questioning of product information, technical services and other assistances for the customers. Please visit Online Support for services.

SECURITY OF CONFIDENTIAL MATERIAL

All of those material and information in LICENSEE’s account page accessed from LICENSOR Website, including LICENSEE’s ID, Password, downloadable material and any other contents in the OEM account are consider as confidential material by the Agreement between LICENSEE and LICENSOR, and the private page for LICENSEE should only be accessed by authorized persons in the party of LICENSEE. LICENSEE should take any possible measures necessary to protect related confidential information in LICENSEE’s OEM account from any un-authorized access. Any leakage of such information should be considered as a serious violation of the Agreement itself.

The Software Products are owned by LICENSOR and/or its suppliers, and is protected by copyright laws of the Republic of China and related applicable laws and international treaties. You may not copy the Software Products except as set forth in the "License" section. Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software Products. You may not rent, lease, sub-license, transfer, or sell the Software Products. You may not modify, translate, reverse engineer, de-compile, disassemble, or create derivative works based on the Software Products, except to the extent such foregoing restriction is expressly prohibited by applicable law. You may use the trademarks to identify the Software Products owner's name, or to identify printed output produced by the Software Products. Such use of any trademark does not give you any rights of ownership in that trademark.

REGISTRATION

You may be required to register your copy of the Software to obtain the product update notices, supporting services and upgrade information. This registration obligation is further described in the SOFTWARE PRODUCT documentation.

LICENSED SOFTWARE (S) - "AS IS"

The Software is provided AS IS. LICENSOR AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABLE QUALITY, NONINFRINGEMENT OF THIRD PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK AS TO THE QUALITY, RESULTS BY USING THE SOFTWARE, AND PERFORMANCE OF THE SOFTWARE (S) IS WITH THE END USER.

LIMITED WARRANTY

LICENSOR warrants that the media containing the Software, if provided by LICENSOR, is free from defects in material and workmanship under normal use for a period of ninety (90) days from the date of delivery as evidenced by a copy of the receipt. LICENSOR sole liability for any breach of this warranty shall be to replace your defective media. Any media not meeting LICENSOR Limited Warranty must be returned to LICENSOR by prepaid post with a copy of the receipt. Replaced Software shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software, or if longer, for thirty (30) days after the date of shipment to you of the replaced Software.

LIMITATION OF REMEDIES AND LIABILITY

Your exclusive remedy against LICENSOR and the entire liability of LICENSOR, even in the case of fundamental breach, is limited to replacement or refund in accordance with the above Limited Warranty. LICENSOR OR ITS SUPPLIERS OR RESELLERS SHALL NOT UNDER ANY CIRCUMSTANCE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

GENERAL

This Agreement shall be construed, interpreted, and governed by the laws of the Republic of China, excluding the application of its conflicts of law rules. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the rest of the Agreement, which shall remain valid and enforceable according to its terms. You may not ship, transfer, or export the Software into any country or used in any manner prohibited by any export laws, restrictions or regulations.

ENTIRE AGREEMENT

You acknowledge that you have read this Agreement, understand it and agree to be bounded by its terms and conditions. It is the complete and exclusive statement of the Agreement between us which supersedes any proposal or prior agreement, oral or written, and other communication between us relating to the subject matter of this Agreement.

RESERVATION OF RIGHTS

All rights not expressly granted in this Agreement are reserved by LICENSOR.

If you have any question regarding this Agreement or if you wish to request any information from LICENSOR please contract us with following address.

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ZEON CORPORATION
8F-6, 303, DunHua N. Road, Taipei, Taiwan 10583
Tel: 886-2-2718-9840 Fax: 886-2-2715-1951
Web: http://www.pdfwizard.com Email: sales@pdfwizard.com

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