FaceIt-Registered Trademark-Development Software License Agreement
VISIONICS CORPORATION EXHIBIT 10.25
FACEIT-Registered Trademark- DEVELOPER KIT
LICENSE AGREEMENT
EFFECTIVE AUGUST 1996
Visionics Corporation
0 Xxxxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
Phone: (000)000-0000
Email:xxx@Xxxxxx.xxx
INNOVATIONS IN RECOGNITION SYSTEMS-TM-
FaceIt-Registered Trademark-Development Software License Agreement
By opening the package and installing the FaceIt-Registered Trademark-
Developer Software on your computer, you as "Licensee" agree to be
bound by the terms and conditions of this license with Visionics
Corporation 0 Xxxxxxxx Xxxxx, Xxxxxx Xxxx, XX 00000 ("Visionics") as
licensor. If you do not agree with the terms of this license, do not
install the software and return it promptly to Visionics.
1. LICENSED SOFTWARE
The computer software that is the subject of this license is the
FaceIt-Registered Trademark- Developer Software. This software is designed to
run on a Personal Computer under Windows 95 or Windows NT operating systems.
Included in this software are:
I) FaceIt.dll and FaceIt.lib: dynamic link libraries (DLL)
containing Visionics' face recognition technology in object
code form;
II) Demonstration Applications: using Microsoft Foundation
Classes and Microsoft-Registered Trademark- Visual C++
project files including source code as well as compiled
object code;
III) One Static Link Multimedia Library: with source code for
reading, writing static images in BMP, GIF, PCX, JPEG and
TIFF formats and for using Video For Windows (VFW) and Matrox
MIL video capture devices, and for reading AVI movie files;
and
IV) User Documentation.
As used herein, the software in item (I) above will be referred to as the "DLL
Object Code", the software in items (II) and (III) above collectively will be
referred to as "Demonstration Source Code", and the DLL Object Code and the
Demonstration Source Code will be referred to as the "Licensed Software."
2. TITLE TO LICENSED SOFTWARE
The Licensed Software is owned by Visionics Corporation 0 Xxxxxxxx Xxxxx, Xxxxxx
Xxxx, XX 00000. It is propriety to and contains trade secrets of Visionics.
Title to the DLL Object Code including all versions, updates, modifications,
maintenance, and derivative work shall at all times be owned by Visionics
Corporation. The Demonstration Source Code is copyrighted by and includes trade
secrets of Visionics.
The User Documentation is copyrighted by and includes trade secrets of
Visionics.
3. GRANT OF LICENSE
In consideration for the license fee paid by you as provided in Section 5
hereof, you are granted a nontransferable, non-exclusive license to use the DLL
Object Code on only one computer at a given time and only for purpose of
development and demonstrations. The one computer on which you install the DLL
Object Code must be owned or leased by you. Only one application that uses the
DLL Object Code can be running on your computer at any given time.
FaceIt-Registered Trademark-Development Software License Agreement
In consideration for the license fee paid by you as provided in Section 5
hereof, you are granted a nontransferable, non-exclusive license to modify the
Demonstration Source Code and compile it to create custom applications. The
object code for such applications shall be governed by the same license and use
restrictions as applicable to the DLL Object Code as provided in preceding
paragraph.
You are not allowed to distribute the Licensed Software or any part thereof.
You may make one copy of the DLL Object Code for backup purposes only. You are
allowed to copy the Demonstration Source Code to create other custom
applications as provided herein.
You may not make copies of the User Documentation or transfer the User
Documentation to others unless agreed to by Visionics by prior written consent.
You shall not modify, adapt, decompile, reverse engineer or disassemble the DLL
Object Code.
4. LIMITED WARRANTY AND LIMITATION OF LIABILITY
Visionics warrants that the DLL Object Code will perform face recognition tasks
to the same level of performance achieved in the compiled "Demonstration
Applications", if used in accordance with the instructions in the User
Documentation.
Visionics makes no other warranties, express or implied, concerning the Licensed
Software, including but not limited to warranties of merchantability or fitness
for a particular purpose. Visionics does not warrant that the Licensed Software
will meet your requirements or that its operation will be uninterrupted or error
free or that program defects will be corrected.
In no event will Visionics or its affiliates be liable for any direct, indirect,
consequential, incidental or any other damages (including but not limited to
damages for loss of business profits, information, or use) resulting from or
relating to the use of the Licensed Software even if Visionics has been advised
of the possibility of such damages.
Some states do not allow exclusions or limitations on certain warranties or
damages so certain of the above limitations may not be applicable to you.
5. LICENSE FEE AND PAYMENT
The license fee to be paid by you to Visionics is set forth in the current
Visionics Price Sheet. The price does not include any applicable federal, state,
county, city or other government sales or use taxes or duties. Any such tax
which Visionics is required to collect or pay in connection with this license
shall be paid by Licensee.
Payment shall be in U.S. dollars, in the form of corporate check, cashier's
check, or money order payable to "Visionics Corporation." Payment must be made
in full within thirty (30) days after the date of delivery of the Licensed
Software. Invoices for which payment has not been received within thirty (30)
days will be assessed a late charge of 1 1/2% percent per month on the unpaid
balance.
6. DELIVERY AND TITLE
Delivery shall be F.O.B. Visionics' facility. Visionics shall select the method
of delivery.
Licensee agrees to pay overnight or otherwise expedited delivery fees. Risk of
loss shall pass to Licensee at the point of delivery.
FaceIt-Registered Trademark-Development Software License Agreement
7. TERMINATION
This license is effective until terminated. This license will terminate
immediately without notice from Visionics if you fail to comply with any
provisions of this License. Upon termination, you must destroy the Licensed
Software, the User Documentation and all copies thereof and delete the
Licensed Software from any computer disks it was installed on. You may
terminate this License at any time by destroying the Licensed Software, the
User Documentation and all copies thereof and deleting the Licensed Software
from any computer disks it was installed on.
8. GENERAL
(I) This license Agreement constitutes the entire agreement
between Visionics and the Licensee relating to the Licensed
Software. Any amendment thereto will not be effective unless
it is in writing and is signed by both parties. Nothing in
this Agreement shall constitute or shall be deemed to
constitute a partnership or joint venture between Visionics
and the Licensee.
(II) The terms and conditions in this Agreement supersede all
other terms and conditions in any purchase order or other
documents.
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FaceIt is a trademark of Visionics Corporation, Microsoft, Windows 95 and
Windows NT are trademarks of Microsoft Corporation.
