EULA - rf IDEAS Remote Card Reader Manager for Ricoh

END-USER LICENSE AGREEMENT (EULA)

rf IDEAS^® Remote Card Reader Manager Application for RICOH^® Printers

This End-User License Agreement (“EULA”) is a legal agreement between you (either as an individual or on behalf of a single organization) (collectively referred to hereinafter as “Licensee”) and rf IDEAS, Inc. (“rf IDEAS”) under which Licensee acquires limited rights to use the rf IDEAS Remote Card Reader Manager Application for Ricoh printers (hereinafter “Licensed Application”). The Licensed Application includes, but is not limited to, configuration software including source code, APIs, drivers, and utilities (“Software”) and materials including documentation, manuals, and videos (“Materials”).

PLEASE READ THIS EULA CAREFULLY BEFORE DOWNLOADING OR USING THE LICENSED APPLICATION.

BY (I) CLICKING ACCEPT TO ACKNOWLEDGE AND AGREE TO THE TERMS OF THIS EULA OR (II) INSTALLING, COPYING, DOWNLOADING, OR OTHERWISE USING THE LICENSED APPLICATION, YOU AGREE TO BE BOUND TO THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, RF IDEAS IS UNWILLING TO LICENSE THE PRODUCT TO YOU. IN SUCH EVENT, YOU MAY NOT USE OR COPY THE APPLICATION, AND YOU SHOULD PROMPTLY CONTACT THE VENDOR YOU OBTAINED THIS PRODUCT FROM FOR INSTRUCTIONS ON THE RETURN OF THE UNUSED APPLICATION.

The Licensed Application is protected by U.S. Copyright Law (and international copyright laws and treaties), as well as other intellectual property laws and treaties. Any software provided with the Licensed Application is licensed, not sold.

1. GRANT OF LICENSE.
   1. License Grant. Subject to and conditioned upon strict compliance with all terms and conditions set forth in this EULA, rf IDEAS hereby grants to Licensee (as an individual or single entity) a limited, worldwide, non-exclusive, terminable, non-transferable (except in accordance with this EULA), non-sublicensable, royalty-free license to download, install, store, and use the Licensed Application for the sole purpose of configuring rf IDEAS card readers for use with Ricoh printers (“Purpose”). Notwithstanding anything in the foregoing, Licensee may install and use ONE (1) copy of the Licensed Application on a single computer controlled by Licensee. Any Licensed Application licensed to a single organization shall only be shared with individuals employed by that organization on a need-to-know basis and expressly subject to this EULA.
   2. Licensed Materials. Licensee acknowledges and agrees that the Materials are confidential and proprietary.  rf IDEAS hereby grants to Licensee a non-exclusive, terminable, non-transferable (except in accordance with this EULA), non-sublicensable, limited license to make and use an unlimited number of copies of any Materials subject to confidentiality, provided that such copies shall be used only for the Purpose and are not to be republished or distributed (either in hard copy or electronic form).
   3. Separation of Components. The Licensed Application is licensed as a single product. The component parts of the Licensed Application may not be separated for use on more than one computer and may not be shared with any third party.
   4. Updates/Upgrades. In the event Licensee provides an Update or Upgrade of the Licensed Application, use of such Update or Upgrade shall be subject to the terms of this EULA (or an updated EULA provided therewith).  Update shall mean any revised version of the Licensed Application made available by rf IDEAS to existing Licensees that contain minor enhancements, improvements, or bug fixes as determined in rf IDEAS sole discretion.  Upgrade shall mean any new version of the Licensed Application made available by rf IDEAS to existing Licensees that contain major enhancements or new features as determined in rf IDEAS sole discretion.
   5. Ownership.  Title to and ownership of the Licensed Application and all applicable proprietary rights, including but not limited to, rights in copyrights, patents, trademarks, trade names, graphic design and design elements, software, source code, order of operations, algorithms, protocols, data structures, know-how and trade secrets in the Licensed Application, if any, shall remain at all times with rf IDEAS (or its licensors).  Licensee acknowledges and agrees that any and all improvements, enhancements, derivative works, modifications and suggestions related thereto, whether created by rf IDEAS or Licensee, belong exclusively to rf IDEAS and Licensee hereby assigns all right, title, and interest therein to rf IDEAS.
   6. Feedback. If Licensee or any of its employees or contractors sends or transmits any communications or materials to rf IDEAS by mail, email, telephone, or otherwise, suggesting or recommending changes, revisions or improvements to the Licensed Application, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), rf IDEAS is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Licensee hereby assigns to rf IDEAS on Licensee's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and rf IDEAS is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although rf IDEAS is not required to use any Feedback.
   7. Reservation of Right.  Licensee’s right to use the Licensed Application is limited to the rights expressly granted by this EULA.  No other rights with respect to the Licensed Application or underlying Software or any related intellectual property rights are granted or implied.
   8. Protection of Software. Licensee shall protect the Licensed Application (and all components thereof) with reasonable security measures the same as Licensee employs to protect Licensee’s proprietary information.
   9. Export Obligations.  Licensee acknowledges that the technology in the Licensed Application, including Materials, may be subject to export control laws and regulations. Licensee shall not export or re-export (directly or indirectly) any Software, Materials, or technology related thereto without complying with applicable export laws and regulations.
2. RESTRICTIONS ON USE. Licensee agrees not to cause or permit: (i) remove, modify, or conceal any copyright, trademark or other proprietary rights notices that appear in the Software or Materials or that appear during use of rf IDEAS products; (ii) sublicense, encumber, pledge, lend, copy, make available, or distribute the License SDK to any third party, except as expressly permitted by this EULA; (iii) reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; and (iv) disclose results of any benchmark or comparison testing without rf IDEAS prior written consent; (v) modify, adapt or create derivative works of the Licensed Application; (vi) make the functionality of the Licensed Application available to third parties, whether as an application or service provider, or on a rental, service bureau, cloud service, hosted service, or other similar basis; or (vii) use any Licensed Application that is licensed for a specific device, whether physical or virtual, with another device.
3. CONFIDENTIALITY. Confidential Information shall mean any information relating to rf IDEAS’ services, developments, inventions, processes, inventions, know-how, trade secrets, or any other proprietary rf IDEAS’ information, including rf IDEAS’ disclosure of the Licensed Application (and the contents of the files related thereto) and any Updates or Upgrades.  Licensee hereby acknowledges that the Confidential Information is a valuable asset of rf IDEAS.  Licensee agrees to protect rf IDEAS’ Confidential Information with at least the same degree of care as Licensee protects its own confidential and proprietary information, and in any event with not less than a reasonable degree of care. Confidential Information shall not include information (i) which is, or may hereafter, become publicly available; (ii) which Licensee can show wand to it prior to disclosure by rf IDEAS; (iii) which is disclosed to Licensee by a third party having a lawful right to do so; (iv) which is or may hereafter be disclosed by rf IDEAS to a third party without restrictions on disclosure or use; (v) which is independently developed by Licensee without reliance on or reference to rf IDEAS’ Confidential Information.  These terms regarding Confidential Information shall survive termination of this EULA.
4. TERM AND TERMINATION. The license grant under Section 1 above will continue to apply, subject to the terms of this EULA, until terminated by either rf IDEAS or Licensee as set forth herein. Licensee may terminate this EULA by ceasing use of the Licensed Application and deleting and destroying all Software and Materials. rf IDEAS may, at any time, terminate this EULA if: (i) Licensee breaches any provision of this EULA; (ii) rf IDEAS is required to do so by law; (iii) rf IDEAS decides in its sole discretion to cease providing the Licensed Application, or certain parts of the Licensed Application, to users in the country in which Licensee is a resident; (iv) the Licensed Application is no longer commercially viable; or (v) in its sole discretion and at its convenience, without cause, rf IDEAS decides to terminate this EULA. Upon termination, Licensee shall destroy all copies of the Software and Materials and all of the component parts. Sections 3, 6, 7, 8, 9, 10, and 11 shall survive termination of this EULA.
5. LIMITED WARRANTY.

RF IDEAS WARRANTS THAT TO ITS KNOWLEDGE IT HAS THE RIGHT TO GRANT THE LICENSE UNDER THIS EULA.  THE APPLICATION IS PROVIDED TO LICENSEE “AS IS” AND “AS AVAILABLE” BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, RF IDEAS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING. RF IDEAS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION AND UNDERLYING SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

1. INDEMNIFICATION. Licensee agrees to indemnify, defend, and hold harmless rf IDEAS from and against any losses incurred by rf IDEAS in connection with any action arising out of or relating to Licensee’s:  (i) breach of any representation, warranty, covenant or other term or condition of this EULA; (ii) handling, storage, installation, operation, service, or use of the Licensed Application; (iii) design, manufacture, modification, combination, or installation of the Licensed Application or underlying Software not directed by rf IDEAS, including any configuration Licensee develops using the Licensed Application that infringes any copyright, trademark, trade secret, trade dress, patent, or other intellectual property right of any third party; (iv) negligent acts or omissions related to Licensee’s use of the Licensed Application; (v) violation of any law; or (v) other breach of this EULA or violation of any third-party rights.
2. EXCLUSION OF REMEDIES.

RF IDEAS AND ITS AFFILIATES SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR OTHER INDIRECT DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, INTERRUPTED OR LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF USE, OR LOSS OF DATA OR INFORMATION OF ANY KIND, HOWEVER CAUSED, OR FAILURE OF ANY DELIVERABLE PROVIDED HEREUNDER TO PERFORM IN ACCORDANCE WITH THE APPLICABLE SPECIFICATION, WHETHER OR NOT THE POSSIBLITY OF SUCH DAMAGES WAS DISCLOSED TO RF IDEAS OR COULD HAVE BEEN REASONABLY FORESEEEN BY RF IDEAS. IN STATES AND JURISDICTIONS IN WHICH LIMITATIONS OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES ARE PROHIBITED, SUCH LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED.

1. LIMITATION OF LIABILITY.

ALL LIABILITY OF RF IDEAS, ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS COLLECTIVELY, TO LICENSEE, IF ANY, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED TWENTY THOUSAND DOLLARS ($20,000). NO ACTION ARISING OUT OF THIS EULA, REGARDLESS OF THE FORM OF ACTION, MAY BE BROUGHT BY LICENSEE OR ANY THIRD PARTY MORE THAN TWO (2) YEARS AFTER THE LICENSED APPLICATION IS FIRST RECEIVED BY LICENSEE.  NOTHING IN THIS EULA LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

1. ALLOCATION OF RISK.  The sections related to Limited Warranty, Exclusion of Remedies, and Limitation of Liability set forth above allocate the risks in this EULA between the parties.  This allocation is an essential element of the basis of the bargain between the parties.
2. GOVERNING LAW. This EULA, and Licensee’s relationship with rf IDEAS under this EULA, shall be governed by the laws of the State of Delaware, United States without regard to its conflict of laws provisions. Licensee and rf IDEAS agree to submit to the exclusive jurisdiction of the courts located within the County of New Castle, Delaware to resolve any legal matter arising from the EULA. Notwithstanding the foregoing, Licensee agrees that rf IDEAS shall be entitled to injunctive relief (or other forms of equitable relief) in any jurisdiction to prevent a breach of any term of this EULA.
3. GENERAL LEGAL TERMS.
   1. This EULA constitutes the entire legal agreement between Licensee and rf IDEAS and governs Licensee’s use of the Licensed Application (excluding any services which rf IDEAS may provide to Licensee under a separate written agreement or any confidentiality agreement(s)), and supersedes and replaces any prior agreements, correspondence, understandings, or communications of the parties with respect to the Licensed Application or Purpose.
   2. Licensee agrees that if rf IDEAS does not exercise or enforce any legal right or remedy contained in this EULA (or which rf IDEAS has the benefit of under any applicable law), this will not be taken to be a formal waiver of rf IDEAS’ right and that those rights and remedies will still be available to rf IDEAS.
   3. If any provision of this EULA is held by a court of competent jurisdiction to be illegal, invalid, void, or unenforceable, the parties agree that such provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby
   4. The parties to this EULA are independent contractors. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.
   5. Neither party shall be liable for any delay in, or failure of, performance under this EULA due to any contingency reasonably beyond its control, rendering performance commercially unreasonable including, but not limited to, an act of God, war (declared or undeclared), terrorist acts, mobilization, riot, disease, fire, flood, unavailability of transportation, goods or services, transportation embargoes or delays, or breakdowns in machinery or equipment, governmental restrictions or actions.
   6. Licensee may not assign any rights or obligations hereunder without prior written consent of rf IDEAS.  Subject to this restriction, this EULA shall inure to the benefit of and bind any successor or assign.
   7. Licensee acknowledges and agrees that each member of the group of companies of which rf IDEAS is the parent shall be third party beneficiaries to this EULA and that such other companies shall be entitled to enforce, and rely upon, any provision of this EULA that confers a benefit on (or rights in favor of) such other companies. Subject to this exception, no person or entity shall be a third-party beneficiary of the EULA.