License Agreement

Revision date: 06/15/2021

• IMPORTANT - READ CAREFULLY: THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DYNAMSOFT CORPORATION, FOR THE DYNAMSOFT SOFTWARE AND ANY ACCOMPANYING ONLINE OR ELECTRONIC DOCUMENTATION ("SOFTWARE"). BEFORE CONTINUING WITH THE INSTALLATION OF THE SOFTWARE, YOU MUST READ, ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSE AGREEMENT THAT FOLLOWS ("AGREEMENT"). IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THE AGREEMENT, DO NOT CLICK AN "AGREE" OR SIMILAR BUTTON AND DO NOT INSTALL OR USE THE SOFTWARE.

• 1. DEFINITIONS

  "Application" means an end user program that the Licensee develops using the Software and into which the Redistributables are incorporated, and which contain significant additional functionality over and above the functionality contained in the Software. Read what is counted as a single application to learn more.

  "Client Device" means: (i) a desktop computer (Windows, macOS or Linux) that runs Dynamic Web TWAIN Service, or (ii) a browser client of a mobile device that accesses the Software.

  "Licensee" means the person or entity entering into this Agreement with Dynamsoft. Any person who is entering into this Agreement on behalf of an organizational entity represents that he or she has the authority to bind such entity.

  "Redistributables" are those runtime libraries and files intended for duplication and distribution with the Application.

  "Server" means a device or computer that has the Software loaded into its RAM. Server includes the following: (i) a networked device with the Software installed that's accessible by multiple users who can independently operate the Software from another machine, (ii) a networked device with the Software running as a service that accepts connections from other machines or applications, (iii) a computer with the Software running to service the public or multiple users, e.g. a kiosk or a scan station, and (iv) a web server with the Software deployed that accepts end user connection to run the Software on the client machines.

  "Software": The "Dynamic Web TWAIN" software and its add-ons, accompanying components, parts and documentation that have been developed by Dynamsoft. If you are using Dynamic Web TWAIN along with Dynamsoft OCR Professional add-on, the Dynamsoft OCR Professional EULA will apply at the same time.

• 2. GRANT OF LICENSE

  Dynamsoft Corporation grants you a nonexclusive, non-transferable, and limited license to use the Software products and functionalities for which you have paid the applicable fees solely for your internal business purposes and in accordance with the terms and conditions of this Agreement. The Software is licensed, not sold, to you. If you acquire or are provided with any directories, components, connectors, utilities, data, or other items from Dynamsoft for use with the Software (the "Additional Software"), your use of the Additional Software shall be in accordance with the terms, conditions, obligations and restrictions of this Agreement. The term "Software" as used herein, shall be deemed to include the Additional Software and Third-Party Products.

• 2.1 Installation and Use

  You may install and use the Software only in the configuration and for the number of licenses acquired by you. In order to exercise your rights to the Software under this License Agreement you must activate your copy of the Software in the manner described during the launch sequence. Dynamsoft may control the number and type of licenses and the use of the Software by keycode(s).

• 2.2 Evaluation License

  An Evaluation License may be used only for quantity, type of licenses specified and for the period specified on the Software packaging, ordering or shipping documentation. Upon expiration of such specified period, the Software associated with an Evaluation License will cease to function unless Licensee has purchased full license keys. If the ordering or shipping documentation specifies a particular project, the Software may be used only with that project.

  An Evaluation License may only be used for evaluation or testing purposes and may not be used for production purposes. Notwithstanding any other provision of this Agreement, Software provided under an Evaluation License is provided "AS-IS" without warranty of any kind, express or implied. An Evaluation License may be terminated by Dynamsoft Corporation upon written notice at any time.

• 2.3 Deployment License

  A Deployment License allows copying, deployment, and distribution of the Redistributables to end users, without further distribution, as part of the Application for your internal business purposes, not for resale to external customers.

  Unless otherwise stated in a duly executed agreement, annual subscription licenses will be valid for one year beginning with the license activation date. Licensee can extend licenses for additional one-year periods (each a "Renewal Term").

  The Deployment Licenses is on a per Application basis with the following licensing options available:

  2.3.1 Per Client Device License

  One Client Device License allows access to a same-origin Application (same protocol, same host, and same port) to use the functionalities provided by the Software from one unique Client Device

  A Client Device that has not accessed any functionality of the Software for a consecutive 90-day period is considered an inactive Client Device. The license seat taken by an inactive Client Device will be automatically released and available for use by any other active Client Device.

  When you reach the limit of the granted number of license seats, Dynamsoft offers a free additional 10% of your client device allowance for your emergency use. Once running out of the additional client device allowance, no new client devices can access and use the Software until there are available license seats again. Please note that running out of your client device allowance wouldn't impact any client device that has already been licensed.

  2.3.2 Per Server License

  One Server License is required to deploy the Application to one Server. Servers apply to both physical and virtual servers and include but are not limited to production servers all of which require licensing: failover servers, development servers that are also used for testing purposes, quality assurance servers, testing servers, and staging servers. Continuous integration servers (build servers) and localhost development servers don't require additional licenses.

  Per-server license is only for on-premises server deployment and is not applicable for cloud deployments. Please refer to section 2.4 below for applicable licensing if you are providing a cloud hosted/service application.

  2.3.3 Per Page License

  With a Per Page License, the Software can be used for processing a given number of document pages. For example, with a license for 100K pages of the scanner module of the Software, you can scan up to 100K document pages and save them to your server.

  Please contact sales@dynamsoft.com if you are interested in the Per Page License option.

• 2.4 OEM, ASP/Service Bureau and other Deployment Licenses

  Licensee must execute a separate agreement prior to making any commercial deployment of the Application to third-party end users, either directly or through distribution channels. This may happen when Licensee acts as an ISV, OEM, ASP/service bureau, or solution provider offering the Application to the public.

  Applicable and additional licensing options can be discussed with sales@dynamsoft.com.

• 3. EFFECT OF TERMINATION

  Upon the expiration of subscription licenses, all rights granted to the Licensee under this Agreement (including but not limited to, the rights to use, and/or provide access to the Software) shall terminate unless renewed, and Licensee shall immediately: (a) cease incorporating the Software into the Application; (b) cease use of the Software (in any form, including partial copies in its possession or under its control), and (c) destroy and decommission all copies of the Software.

• 4. RESTRICTIONS

  All rights reserved. Except as expressly permitted by this License Agreement or by applicable law you may not: (a) lease, loan, resell, assign, sublicense, or otherwise distribute the Software or any of the rights granted by this License Agreement without the express written permission of Dynamsoft; (b) use the Software to provide or operate Application Service Provider (ASP), service bureau, marketing, training, outsourcing services, or consulting services, or any other commercial service related to the Software or to develop training materials; (c) modify (even for purposes of error correction), adapt, or translate the Software or create derivative works there from except as necessary to configure the Software using the menus, options and tools provided for such purposes and contained in the Software; (d) in any way reverse engineer, disassemble or decompile the Software (including reverse compiling to ensure interoperability) or any portion thereof except to the extent and for the express purposes authorized by applicable law notwithstanding this limitation; (e) use the Software to develop a product which is competitive with any Dynamsoft Corporation product offerings; (f) use unauthorized keycode(s); (g) disclose any Software benchmark results to any third party without Dynamsoft prior written approval, (h) permit third party access to, or use of the Software except as expressly permitted herein, and (i) distribute or publish keycode(s). If you wish to exercise any right to reverse engineer to ensure interoperability in accordance with applicable law, you shall first provide written notice to Dynamsoft and permit Dynamsoft, at its discretion, to make an offer to provide information and assistance reasonably required to ensure Software interoperability with your other products for a fee to be mutually agreed upon (if any).

  Your product is targeted to end users. The end-user application you develop using the Software must not be another development tool and/or SDK.

  Users of end-user applications you develop using the Software may not further use the Software, in whole or in part, for software development, copying or distribution. You must enforce this restriction in a separate agreement between you and the end user of your applications.

  Evaluation License holders are granted the use of only one copy of the Software per Evaluation License. The Software is "in-use" on a computer when it is loaded into temporary memory (i.e., RAM) or installed into the storage device of that computer.

  You may make a single copy of the Software for backup purposes only.

  Old license(s) will be revoked within 60 days after a license upgrade.

  Dynamsoft reserves the right to change these terms and conditions at any time without prior notice.

• 5. OWNERSHIP

  Dynamsoft and/or its suppliers retain all right, title and interest in and to the Software and all copies at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. You neither own nor hereby acquire any claim or right of ownership to the Software or to any related patents, copyrights, trademarks or other intellectual property. You agree to retain the Software, the terms of this Agreement as well as any Software benchmark or similar tests (whether performed by you, Dynamsoft or any third party) in confidence and prevent them from unauthorized disclosure or use except with Dynamsoft prior written consent. Dynamsoft and/or its suppliers reserve all rights not expressly granted to you. Dynamsoft suppliers are the intended third-party beneficiaries of this License Agreement and have the express right to rely upon and directly enforce the terms set forth herein.

• 6. WARRANTIES AND DISCLAIMERS

  THIS SOFTWARE AND THE ACCOMPANYING FILES ARE SOLD "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK.

  NO LIABILITY FOR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCE SHALL DYNAMSOFT BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM THE USE OR INABILITY TO USE DYNAMSOFT PRODUCTS.

• 7. APPLICABLE LAWS

  This agreement shall be governed by the laws of Canada.

  Business Practices. You shall (a) comply with all applicable laws and regulations, including the Foreign Corrupt Practices Act, (b) avoid deceptive, misleading or unethical practices, and (c) conduct business in a manner that reflects favorably at all times on the Dynamsoft Products and Dynamsoft's goodwill and reputation.

• LICENSE AGREEMENT ARCHIVE

  • View our license agreement (April 20, 2021 ~ June 14, 2021)
  • View our license agreement (August 4, 2020 ~ April 12, 2021)
  • View our license agreement (June 16, 2020 ~ August 3, 2020)

Revision date: 06/15/2021

• This OEM Light License Agreement ("Agreement") is a legal agreement between Dynamsoft Corporation ("Dynamsoft") and an original equipment manufacturer ("OEM") that wishes to obtain the right to market and sublicense certain of Dynamsoft's software products to end users in combination with OEM's own products. If you are an End User, then only Dynamsoft's End User License Agreement applies to you.

• 1. DEFINITIONS

  1.1 In addition to any terms defined and elsewhere in this Agreement, capitalized terms used in this Agreement are defined in Exhibit A.

• 2. GRANT OF RIGHTS

  2.1 Grant of License. Subject to the terms of this Agreement, Dynamsoft hereby grants OEM a nonexclusive, nontransferable, worldwide (except where prohibited by law), limited license to reproduce, market, distribute and sublicense the Dynamsoft Products to OEM's End Users only as part of the Bundled Products.

  2.2 End-User License. The End User Licenses for Dynamsoft Products and Bundled Products shall permit the End User’s use of the Dynamsoft Products only with the OEM Products, with data access limited to data created or used by the OEM Products. OEM shall cause all distributors and resellers to whom it licenses Dynamsoft Products to distribute and resell them only as Bundled Products.

• 3. GENERAL OBLIGATIONS OF OEM

  3.1 End User Licenses. As to each Dynamsoft Product which OEM distributes or sublicenses to an end-user customer (the "End User"), OEM shall secure the End User's consent to an End User License which provides that the End User shall use the Dynamsoft Product only under license terms which are substantially the same as Dynamsoft's end-user license agreement accompanying the applicable Dynamsoft Product (the "Dynamsoft EULA").

  3.2 Dynamsoft Trademarks. Subject to the terms of this Agreement, Dynamsoft hereby grants OEM a non-exclusive, nontransferable, worldwide (except where prohibited by law), limited license to use the Trademarks in OEM's marketing, advertising and collateral materials, and on screen shots and the "help-about" box for the Bundled Products. OEM may use the Trademarks solely to identify the Dynamsoft Products, identify itself as an authorized distributor of Dynamsoft products and to promote the distribution of the Dynamsoft Products with or as part of Bundled Products, or on a stand-alone basis to existing registered End-Users. OEM shall not remove, delete or in any manner alter the Trademarks or other intellectual property rights notices of Dynamsoft and Dynamsoft's suppliers, if any, appearing on the Dynamsoft Products as delivered to OEM. As a condition of the license granted to OEM hereunder, OEM shall reproduce and display such Trademarks and notices on each copy of the Dynamsoft Products. OEM may not re-brand or private-label the Dynamsoft Products except that: (a) OEM may market the Bundled Products under its own marks, and (b) if OEM adopts and uses its own marks to identify the Bundled Products, it shall state in the documentation or "help-about" box (or other similar location where third-party technology is identified) that the Dynamsoft Products are the technology of Dynamsoft. All use of the Trademarks shall be subject to Dynamsoft’s then-current Trademark usage guidelines. Upon Dynamsoft's request, OEM's advertising, marketing or promotional materials in which a Trademark is used shall be submitted to Dynamsoft for its prior written approval, which approval shall not be unreasonably withheld.

  3.3 OEM's Business Practices. OEM shall (a) comply with all applicable laws and regulations, including all import and export laws and all anti-bribery laws, (b) avoid deceptive, misleading or unethical practices, and (c) conduct business in a manner that reflects favorably at all times on the Dynamsoft Products and Dynamsoft's goodwill and reputation.

  3.4 Distributor and Reseller Channels. OEM may sub-license the Bundled Products to its distributors and resellers for further distribution and resale provided that OEM will ensure that anyone it authorizes to distribute or resell the Dynamsoft Products does so only in compliance with, and pursuant to terms at least as protective of Dynamsoft as the terms of this Agreement.

• 4. PAYMENT

  4.1 Taxes. All amounts payable hereunder are exclusive of all sales, use, value-added, withholding and other taxes and duties.

• 5. REPORTS

  5.1 Reports. If applicable, within twenty (20) days after the close of each quarter OEM will deliver to Dynamsoft a report which will provide all information reasonably required by Dynamsoft for computation and/or confirmation of the fees, if any, due or credited to Dynamsoft for such month, including without limitation: the number and type of licenses for each Dynamsoft Product.

• 6. SUPPORT AND MAINTENANCE

  6.1 Customer Support by OEM. OEM will be responsible for providing direct first level technical support (answering product use questions, diagnosing problems, and using reasonable efforts to resolve problems before contacting Dynamsoft for help) for OEM’s customers, distributors and resellers. Dynamsoft doesn’t engage directly with OEM’s end customers.

• 7. WARRANTIES AND DISCLAIMER

  7.1 Limited Warranties. For thirty (30) days following the delivery of the production key code to OEM, (the "Warranty Period"), Dynamsoft warrants that the Dynamsoft Products, when used in the specified operating environment, will perform substantially in accordance with the associated documentation. In the event the Dynamsoft Products fail to conform to such warranty, as OEM's sole and exclusive remedy for such failure, Dynamsoft will, at its expense, either (a) repair or replace such Dynamsoft Products, or (b) refund the fees paid by OEM for the nonconforming item, provided in each case that OEM provides Dynamsoft with written notice of the warranty nonconformity within the Warranty Period and, if requested by Dynamsoft, the nonconforming item is destroyed.

  7.2 DISCLAIMER. EXCEPT AS SET FORTH IN SECTION 7.1 ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DYNAMSOFT AND ITS SUPPLIERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, NON-INFRINGEMENT OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. DYNAMSOFT DOES NOT WARRANT THAT USE OF THE DYNAMSOFT PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED.

• 8. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

  8.1 Ownership. Subject to the rights expressly granted OEM under this Agreement, Dynamsoft and its licensors reserve all rights, title and interests in, and retain all ownership and intellectual property rights to, the Trademarks and the Dynamsoft Products and documentation.

  8.2 Trademarks. Dynamsoft shall have the sole and exclusive right to enforce the Trademarks. OEM shall reasonably cooperate with Dynamsoft, at Dynamsoft's expense, in the enforcement of the Trademarks, and shall promptly advise Dynamsoft of the use of any mark infringing any of the Trademarks of which it becomes aware. Dynamsoft shall not be liable to OEM for any loss or damage suffered by OEM as a result of the use of the Trademarks, any litigation or proceeding involving the Trademarks, or any failure by Dynamsoft to enforce the Trademarks.

  8.3 Modifications. OEM shall not copy the Dynamsoft Products except as expressly permitted in this Agreement. OEM shall not modify, adapt, enhance, localize, translate, or make derivative works of the Dynamsoft Products, except as necessary to configure and customize the Dynamsoft Products using the menus, options and tools provided for such purposes and contained in the Dynamsoft Products. In no event shall OEM remove or alter the Dynamsoft EULA (except as permitted by Section 3.1) or the provision for an electronic registration capture screen which may appear when any End User first installs or accesses the Dynamsoft Products. Any and all copies, modifications, adaptations, enhancements, localizations, translations and derivative works of the Dynamsoft Products (“Modifications”) are the sole property of Dynamsoft, and OEM agrees to and hereby does irrevocably assign all rights in any Modifications (and irrevocably waives all moral rights it may have therein) to Dynamsoft. The foregoing shall not be interpreted to grant Dynamsoft any rights in the OEM Products.

  8.4 Usage Restrictions. OEM will not: (a) sell, resell, license, sublicense, distribute, make available, rent or lease access to and use of the Dynamsoft Products or include access to or use of the Dynamsoft Products in a service bureau (unless ASP license grant is given explicitly) or outsourcing offering; (b) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the Dynamsoft Products source code, in whole or in part; or (c) bypass or breach any security device or protection used by the Dynamsoft Products.

  8.5 Confidential Information.

  (a) During the term of this Agreement, the receiving party shall maintain the Confidential Information of the disclosing party in confidence using reasonable security measures, shall not disclose it to any third party other than the receiving party's employees and contractors who have a need to know, and shall use it only as necessary to perform hereunder. The receiving party shall cause each of its officers, directors, employees, and contractors to restrict disclosure and use of such Confidential Information in like fashion, and shall be responsible for any wrongful disclosure or use by any of them.

  (b) In the event any court or other authority orders the receiving party to disclose any Confidential Information of the disclosing party, the receiving party shall promptly notify the disclosing party of such order and reasonably cooperate with the disclosing party to contest such disclosure, at the disclosing party's expense. Upon termination of this Agreement, the receiving party shall promptly return all tangible embodiments of the disclosing party's Confidential Information to the disclosing party.

  8.6 Feedback. OEM hereby agrees that any and all creative ideas, concepts, notes, drawings, suggestions, requests for enhancement or modifications, feedback or other information that it may provide to Dynamsoft, whether solicited or unsolicited ("Feedback") will be owned by Dynamsoft, without any compensation payable, or liability to OEM whatsoever, including all intellectual property rights therein. OEM agrees to and hereby irrevocably assigns all intellectual property rights throughout the world and in perpetuity in and to the Feedback to Dynamsoft and irrevocably waives all moral rights it may have therein.

• 9. INDEMNIFICATION

  9.1 OEM’s Indemnity. If any allegation, claim or action is brought against Dynamsoft by a third party arising from (a) OEM’s unauthorized representations of Dynamsoft Products, (b) OEM's actions under this Agreement, including but not limited to, OEM's breach or violation of applicable export laws or regulations, or OEM's combining (or its authorizing others to combine) the Dynamsoft Products with any hardware or software not provided by Dynamsoft, (c) any agreement between OEM and its distributors or resellers, or (d) any allegation or claim that any OEM Product or Bundled Product infringes, misappropriates or violates any patent, copyright or trademark, OEM shall defend, indemnify and hold harmless Dynamsoft, at OEM's expense, and shall pay any settlement amounts OEM authorizes and all damages, costs and legal fees and expenses finally awarded against Dynamsoft in the action.

  9.2 Indemnity Procedures. The indemnity obligations in Section 9.1 apply only if (a) Dynamsoft notifies OEM promptly upon learning that the claim or action might or has been asserted; (b) OEM has sole control over the defense of the claim or action and any negotiation for its settlement or compromise (provided that OEM may not settle any claim or action unless the settlement unconditionally releases Dynamsoft of all liability and does not include a statement as to or admission of fault, culpability, or failure to act by or on behalf of Dynamsoft); and (c) Dynamsoft fully cooperates with OEM, at OEM's expense, in the defense or settlement of the claim or action.

• 10. LIMITATION OF LIABILITY

  10.1 CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS OR AFFILIATED ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES (INCLUDING BUT NOT LIMITED TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, FOR LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY OR LOSS OF DATA) WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  10.2 LIMITATION. EXCEPT AS EXPRESSLY PROVIDED HEREIN, IN NO EVENT SHALL DYNAMSOFT'S AGGREGATE LIABILITY TO OEM FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND REGARDLESS OF THE THEORY OF LIABIITY, WHETHER BY STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE FEES PAID BY OEM FOR THE DYNAMSOFT PRODUCTS SUBJECT TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM AROSE.

  10.3 EXCLUSIONS. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS IN THIS SECTION 10 SHALL NOT APPLY TO LIABILITY RESULTING FROM A PARTY’S (A) INDEMNITY OBLIGATIONS HEREUNDER, (B) BREACH OF SECTION 8.5 (CONFIDENTIALITY), OR (C) ANY BREACH OR VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS.

  10.4 THE PARTIES AGREE THAT THE LIMITATIONS SET OUT IN THIS SECTION 10 SHALL APPLY EVEN IN THE EVENT OF A BREACH OF AN ESSENTIAL TERM OR IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

  10.5 CLAIMS. NEITHER PARTY MAY BRING A CLAIM OR LEGAL ACTION UNDER OR IN CONNECTION WITH THIS AGREEMENT MORE THAN TWO YEARS AFTER THE EVENT GIVING RISE TO THE LIABILITY.

• 11. TERM AND TERMINATION

  11.1 Termination. Either party may terminate this Agreement effective upon delivery of notice of termination to the other party at any time if (a) a receiver is appointed for the other party or its property; (b) the other party makes an assignment for the benefit of its creditors; (c) proceedings are commenced by or for the other party under any bankruptcy, insolvency, or debtor's relief law; (d) the other party liquidates or dissolves or attempts to do so; (e) the other party assigns or purports to assign this Agreement in breach of its provisions; or (f) the other party commits any breach of a material obligation hereunder which it fails to cure within thirty (30) days of receiving written notice of the breach, or which is by its nature incurable. Dynamsoft may terminate this Agreement on ten (10) days written notice of OEM’s failure to pay any amounts due hereunder if OEM fails to pay such outstanding amount before the expiry of the ten (10) a day notice period.

  11.2 Obligations on Termination. Any terms of this Agreement, which by their nature or terms extend beyond the termination or expiration of this Agreement, remain in effect until fulfilled. Upon termination or expiration of this Agreement for any reason: (a) OEM shall immediately cease using and shall destroy any sales literature and other written information and materials supplied by Dynamsoft pursuant to this Agreement or which contain Dynamsoft's Trademarks; (b) OEM shall immediately cease to identify itself as an authorized distributor for Dynamsoft or otherwise affiliated in any manner with Dynamsoft; and (c) any previously granted paid-up licenses to End Users shall survive. The expiration or termination of the Agreement shall not affect or prejudice any rights or obligations which have accrued or arisen under the Agreement prior to the date of expiration or termination.

• 12. MISCELLANEOUS

  12.1 Assignment. This Agreement may be assigned by Dynamsoft to any entity which assumes its obligations and acquires ownership of or the right to use and license the Dynamsoft Products. Neither this Agreement nor any right or obligation hereunder may be assigned, transferred, delegated or subcontracted, by operation of law or otherwise, in whole or in part, by OEM without Dynamsoft's prior written consent, such consent not to be unreasonably withheld. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties, and their permitted successors and assigns. Any attempted assignment or transfer in violation of this Section is void.

  12.2 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes any prior or contemporaneous oral or written understanding as to the subject matter. This Agreement will prevail over terms and conditions of any OEM-issued purchase order or other document, which will have no force and effect, even if Dynamsoft accepts or does not otherwise reject the purchase order or document.

  12.3 Amendments; Waivers. This Agreement may not be modified or any term or condition waived except in a writing signed by a duly authorized representative of each party.

  12.4 Import and Export Controls. OEM shall comply with all applicable import, export and re-export laws and regulations and foreign policy controls and restrictions. OEM shall take all necessary actions and precautions to ensure that its distributors, resellers and other customers do not contravene such laws, regulations, controls or restrictions.

  12.5 Notices. All notices and other communications hereunder shall be given by email.

  12.6 Governing Law. This Agreement shall be construed, and the legal relations between the parties hereto shall be determined, in accordance with the laws of the State of Delaware, excluding its conflicts of law principles, and the federal laws of the United States. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

  12.7 Severability. If any term hereof is held invalid, illegal, or unenforceable for any reason whatsoever, such term shall be enforced to the fullest extent permitted by applicable law, and the validity, legality, and enforceability of the remaining terms shall not in any way be affected or impaired thereby.

  12.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one instrument. The delivery of an electronic copy of an executed counterpart of this Agreement shall be deemed to be valid execution and delivery of this Agreement.

• EXHIBIT A DEFINITIONS

  (a) "Bundled Products" means the Dynamsoft Products in combination with the OEM Products.

  (b) "Confidential Information" means all non-public information that a party considers to be confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, whether in tangible or intangible form, and whether or not stored, compiled or memorialized physically, electronically, graphically, photographically or in writing including without limitation: (i) business processes and financial information; (ii) any released or unreleased software or hardware products and services; (iii) sales and marketing plays of any existing or planned products and services; (iv) data products, technology and other technical information; and, (v) customer and prospective customer lists. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation to the disclosing party; (ii) is known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; or (iii) is received from a third party without breach of any obligation owed to the disclosing party.

  (c) "Dynamsoft Products" means, collectively, the object code versions of the software programs as specified in order form, along with the documentation, if applicable, as well as any modifications, enhancements, and/or derivative works thereof as may be provided by Dynamsoft Corporation under the terms of this Agreement.

  (d) "End User License" means a license agreement between OEM and any End-User to whom OEM sublicenses any Dynamsoft Product.

  (e) "OEM Products" means the computer hardware and/or software products which incorporate Dynamsoft Products.

  (f) "Trademarks" means the trademarks (registered or unregistered), service marks, trade names, service names and other logos of Dynamsoft.

• ADDENDUM 1 APPLICATION SERVICE PROVIDER ("ASP") TERMS

  These Application Service Provider Terms ("ASP Terms"), effective as of the Effective Date, are incorporated into and form a part of the OEM Light License Agreement.  Except for the terms defined herein, capitalized terms used herein have the meaning given to them in the OEM Light License Agreement. 

  1. ASP Services shall mean application service provider services that are provided to End Users by the party referred to herein as the OEM and utilizing licenses procured from Dynamsoft, including remote access to Dynamsoft Products included in a hosted solution or application via a VPN or hosted cloud service. ASP Services can include installation, administration, backup, redundancy or technical support as they pertain to the Dynamsoft Products. 

  2. Subject to the terms set out in this Agreement, Dynamsoft hereby grants OEM a non-exclusive, worldwide, fee-bearing, non-transferable, limited license to use the Dynamsoft Products to provide ASP Services to End Users.

  3. As to each of the Dynamsoft Products used to provide ASP Services, the OEM shall be current on its Maintenance and Support obligations. The OEM shall hold title to the license to the Dynamsoft Products and not re-sell any Dynamsoft Products to an End User but only provide access to an ASP Service. 

  4. Any new Dynamsoft Products offered by OEM to the same End User are subject to additional fees

  5. Upon termination of this Agreement for any reason, OEM’s rights to offer ASP Services to new End Users, ceases immediately. OEM may continue to provide ASP Services to its existing End Users as of the effective date of termination of this Agreement, subject to OEM’s continued compliance with the terms of this Agreement.