MVTec Software GmbH - Software License Agreement for HALCON

IMPORTANT - READ CAREFULLY:
This Software License Agreement (Agreement) is a legal Agreement
between you (either an individual or a single entity) and MVTec
Software GmbH (MVTec) for the MVTec software product identified above,
which includes computer software and may include associated media,
printed materials and online or electronic documentation.

YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, OR
OTHERWISE USING THE PRODUCT.  IF YOU DO NOT AGREE, DO NOT INSTALL OR
USE THE PRODUCT.  YOU MAY RECEIVE A REFUND OF THE AMOUNT YOU
ORIGINALLY PAID IF YOU (1) DO NOT USE THE SOFTWARE AND (2) RETURN IT,
WITH PROOF OF PAYMENT, TO THE LOCATION FROM WHICH IT WAS OBTAINED
WITHIN THIRTY (30) DAYS OF THE PURCHASE DATE.

MVTec grants you the rights described in this Agreement provided that
you comply with all terms and conditions of this Agreement.


1. DEFINITIONS

"Derivative" means a computer software (application) created by you
that includes or is based in whole or in part on the Software,
including, but not limited to, incorporating the Software into the
Derivative by linking or otherwise using the Software in any form
whatsoever in your Derivative.

"Documentation" means the User's Guides, Solution Guides, Reference
Manuals, Programmer's Manuals, Technical Notes, if any, accompanying
delivery of the Software.  Documentation may be delivered in printed
and/or electronic and/or online forms.

"Edition" means the Progress Edition or the Steady Edition of the
Software.

"Evaluation License" means a license, supplied to you in the form of a
License File that allows you to install and evaluate the Software on
any computer for a certain period of time.

"License File" means a computer file that contains license keys that
permit you to use the Software in a particular Software Configuration.

"Nodelocked License" means a license, supplied to you in the form of a
License File that allows you to install and use the Software only on
the computer specified in the Nodelocked License File.

"Software" means all of the contents of the files, disk(s), CD-ROM(s),
DVD(s) or other media with which this Agreement is provided, including
but not limited to, MVTec or third party computer software, digital
images, example programs and Documentation; this also includes
upgrades, modified versions, updates, additions and copies of the
Software, if any, licensed, delivered and provided to you by MVTec.
The term "Software" does not include any Derivatives or other programs
which may include the Software delivered and provided to you by MVTec.

"Protected Data" includes all files of Software which format or
content has not been disclosed by MVTec and if it has been disclosed,
then the sole discloser must be MVTec.

"Software Configuration" means the Evaluation Version, the Development
Version, or the Runtime Version of the Software.

"Subscription Term" means the time period for which certain rights of
the Progress Edition are granted.  The Subscription Term is one (1)
year.


2. LICENSE GRANT

MVTec grants to you a nonexclusive license to install and use the
Software as provided herein.  The licensed Software and Documentation
shall at all times remain the property of MVTec and/or its licensors,
and you, as licensee, shall have no right, title, or interest in the
Software, except as expressly set forth in this Agreement.

The transfer of the Software, including, but not limited to,
sublicensing and distribution to a third party is not permitted.

2.1. EDITIONS, SOFTWARE CONFIGURATIONS AND LICENSE OPTIONS

Different rights, obligations and restrictions apply to each Edition
and Software Configuration.  Your right to install and use the
Software is determined by the Edition and Software Configuration
selected, as set forth below:

2.1.1. STEADY EDITION

The Steady Edition provides unlimited access to the Software,
containing both a Development and a Runtime Version, as described
within the provisions below.

2.1.2. PROGRESS EDITION

The Progress Edition provides access to the Software based on a
subscription of a Software Configuration, as described within the
provisions below.  Once you subscribe to the Progress Edition, your
subscription will be automatically renewed by the end of the
Subscription Term as long as you don't terminate your subscription
three (3) months prior to the end of the Subscription Term.  "Renew"
shall mean to apply the same length of the Subscription Term once
again.

2.1.3. SOFTWARE CONFIGURATION OPTIONS

2.1.3.1. EVALUATION VERSION

The Evaluation Version is a version of the Software that allows you to
evaluate the full functionality of the Software for a certain period
of time, typically one (1) month.  It is available for both Editions
and requires a corresponding Evaluation License File.
The Software may be installed on any number of computers.  Your right
to use the Software and to create Derivatives is restricted to the
purpose of evaluating the Software.  Except as aforesaid, you may not
use the Software for any other purposes, including, but not limited
to, commercial purposes.  In particular, you may not use the
Evaluation Version to develop commercial applications.
The Evaluation Version may be used only in the time period that is
specified in the Evaluation License File.  After expiration of this
time period, the Software will no longer work.

2.1.3.2. DEVELOPMENT VERSION

The Development Version is a version of the Software that allows you
to use the functionality of the Software as described in the
Documentation for a certain period of time.  For the Steady Edition,
the period of time is unlimited; for the Progress Edition, the period
of time is the Subscription Term.  The Development Version requires a
Development License File.  The Software may only be installed on the
computer that is specified in the License File, see Section 2.2, or 
on a build system.  You may use the Software to create Derivatives, 
including commercial applications.  In particular, you may use the 
Development Version to compile and link applications. Such applications
may also be compiled or linked on build systems.

2.1.3.3. RUNTIME VERSION

Your right to purchase the Runtime Version depends on the Edition.
The Steady Edition allows you to purchase the Runtime Version for an
unlimited period of time, provided that you own a corresponding
Development Version.  The Progress Edition allows you to purchase the
Runtime Version only during the Subscription Term.

The Runtime Version is a version of the Software that allows you to
use the runtime functionality of the Software.  In particular, certain
development tools of the Software cannot be used, as described in the
Documentation.

The Runtime Version requires a Runtime License File.  The Software may
only be installed on the computer that is specified in the License
File.

You may distribute and sublicense Derivatives.  You must possess a
valid license for the Development Version before you are authorized to
distribute and/or sublicense your Derivatives.  The Runtime Version
may not be used for the creation of Derivatives, including, but not
limited to, compiling and linking of applications.

If you are authorized and choose to distribute such Derivatives, you
agree (1) not to use MVTec's name, logo or trademarks to market the
Derivatives; (2) to display your own valid copyright notice which
shall be sufficient to protect MVTec's copyright in the Software; (3)
not to remove or obscure any copyright, trademark or patent notice
that appear on the Software as delivered to you; (4) to accompany the
Derivative with a license whose terms and conditions are at least as
restrictive as the terms in this Agreement; (5) to explicitly exclude
MVTec and its suppliers from all liability for damages or any
obligation to provide remedial actions that may result from the use
and distribution of Derivatives; (6) to indemnify, hold harmless and
defend MVTec from and against any claims or lawsuits, including
attorney's fees, that arise or result from your culpable use or
distribution of the Derivatives; (7) otherwise comply with the terms
of this Agreement; and (8) agree that MVTec reserves all rights not
expressly granted.

MVTec shall have no support or warranty obligations, and disclaims all
liability, for Derivatives developed and/or distributed by you.  In
particular, you will be solely responsible to your end users (or
anyone else who uses your Derivatives) for support, service, upgrades,
or technical or other assistance, and such persons will have no right
to contact MVTec for any services or assistance.  Your rights with
regard to Software remain unaffected.

2.2. NODELOCKED LICENSES

A Nodelocked License allows you to install and use the Software only
on the computer specified in the Nodelocked License File, with the 
exception specified in Section 2.1.3.2.  
The computer is specified by a Host ID that is derived from a certain 
hardware component, which may be bound to an irremovable computer 
component (Irremovable Host ID), for example, a network card, or may
be bound to a removable hardware component (Removable Host ID), for
example, a dongle.

If you use an Irremovable Host ID for licensing the Software, you may
only install and use the Software on the computer that includes the
Irremovable Host ID.  If you use a Removable Host ID you may install
the Software on any number of computers, but you may only use the
Software on the computer to which the Removable Host ID is attached.

2.3. COMPLIANCE WITH LICENSES

You undertake to keep true, accurate, and consistent books and records
containing regular entries relating to duplication and installations
of the Software and sales, distributions, or other transfers of
Derivatives.  MVTec, its authorized representative, or its accountants
(subject to your prior written approval, which shall not be
unreasonably withheld) may, for the purpose of confirming your
compliance with the terms hereof, enter your place of business on
reasonable written notice, but not less than five (5) business days,
during normal business hours once per year during the term of this
Agreement and once following the termination or expiration of this
Agreement.  MVTec, its authorized representative or its accountants
shall be entitled to perform an audit of your relevant books, records,
and software systems, and receive any explanations that may reasonably
be requested.  MVTec shall be responsible for its costs incurred in
connection with any such audit, provided that you shall reimburse
MVTec for the cost of the audit if the examination discloses an
underpayment to MVTec of more than ten percent (10%) of the payments
due with respect to any applicable period.  Any further rights of
MVTec remain unaffected.  This Section 2.3 shall survive any
termination or expiration of this Agreement for a period of three (3)
years.

You further agree that upon request from MVTec or MVTec's authorized
representative, you will within thirty (30) days fully document and
certify that use of any and all Software at the time of the request is
in conformity with your valid licenses from MVTec.

2.4. DOCUMENTATION

You may make and use a reasonable number of copies of any
Documentation, provided that such copies shall be used only for
internal purposes and are not to be republished or distributed (either
in hard copy or electronic form) beyond your premises.  In particular,
you may not forward any Documentation to your customers as a part of
Derivatives.

2.5. EXAMPLE PROGRAMS AND IMAGES

MVTec grants you the right to use and modify the example programs and
example images included in the Software for the sole purposes of
designing, developing, and testing your software product(s).  Example
programs are stored in the directory "examples" in the directory or
directories in which you have installed the Software, while example
images are stored in the directory "examples/images".


3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

3.1. RENTAL

You may not rent, lease, or lend the Software.

3.2. BACKUP COPY

You may make a reasonable number of copies of the Software to backup
devices such as hard disks, optical media, or tape and a reasonable
number of physical DVD media backup copies of the Software solely to
replace the original copy provided to you if the original copy is
damaged or destroyed.  All rights not specifically granted to you
herein are retained by MVTec.

3.3. LIMITATION ON REVERSE ENGINEERING, DECOMPILATION, DISASSEMBLY AND
MODIFICATION

You may not reverse engineer, decompile, disassemble, or otherwise
attempt to discover the source code of the Software or the file format
or content of its Protected Data, unless you are explicitly permitted
by law to do so.  If it is essential to do so in order to achieve
interoperability of the Software with other software programs, you
shall request MVTec to provide the information necessary to achieve
such interoperability and MVTec will provide such information upon
mutual consent.

MVTec has the right to impose reasonable conditions and to request a
reasonable fee before providing such information.  Any information
supplied by MVTec or obtained by you, as permitted hereunder, may only
be used by you for the purpose described herein and may not be
disclosed to any third party.

You may not modify, adapt, or otherwise alter the Software or
Protected Data except as expressly permitted herein.  In particular,
you may not attempt to remove the license protection mechanism from
the Software.

3.4. TRADEMARKS

This Agreement does not grant you any rights in connection with any
trademarks or service marks of MVTec.  You may not use the name,
trademarks, or service marks of MVTec in any advertising, promotional
literature, or any other material, whether in written, electronic, or
other form, distributed to any third party, except as expressly
permitted by MVTec.

3.5. UPGRADES

Different rights and obligations apply to the Editions and Software
Configurations as listed in the following provisions.

3.5.1. Steady Edition

If the Software either in its Development Version or Runtime Version
is an upgrade to a previous version of the Software, you must possess
a valid license to such previous version in order to use the upgrade.
You may continue to use the previous version of the Software on your
computer after you receive the upgrade, provided that (i) the previous
version or copies thereof are not transferred to another party or
computer unless all copies of the upgrade are also transferred to such
party or computer; and (ii) you acknowledge that any obligation MVTec
may have to support the previous version of the Software ends upon
availability of the upgrade.

3.5.2. Progress Edition

You may use any upgrade of the Development Version published within
the Subscription Term provided that you possess a valid license to
such previous version in order to use the upgrade.  You may continue
to use the previous version of the Development Version of the Software
on your computer after you receive the upgrade, provided that (i) the
previous version or copies thereof are not transferred to another
party or computer unless all copies of the upgrade are also
transferred to such party or computer; and (ii) you acknowledge that
any obligation MVTec may have to support a previous version of the
Development Version of the Software ends upon availability of the
upgrade to such previous version.
You may use any upgrade of the Runtime Version published within two
(2) years after purchase date provided that (i) the purchase date
falls within a Subscription Term and (ii) that you possess a valid
license to such previous version in order to use the upgrade.  You may
continue to use the previous version of the Runtime Version of the
Software on your computer, provided that (i) said previous version or
copies thereof are not transferred to another party or computer unless
all copies of the upgrade are also transferred to such party or
computer; and (ii) you acknowledge that any obligation MVTec may have
to support the previous version of the Runtime Version of the Software
ends upon availability of the upgrade.
You may choose to use previous versions of the Runtime Version of the
Software published before the purchase date provided that (i) the
purchase date falls within a Subscription Term and (ii) that you
possess a valid license of the Runtime Version.  In this case you
acknowledge that any obligation MVTec may have to support a previous
version of the Runtime Version of the Software ends upon availability
of the upgrade to such previous version.

3.6. LICENSE FOR THIRD PARTY SOFTWARE

MVTec has been granted licenses to distribute certain third party
software.  As a condition of those licenses, MVTec is required to
distribute the software subject to specific terms and conditions,
which may be different from or additional to those contained herein
for MVTec's Software.  All third party software and the respective
license terms will be listed in the Documentation and will also be
provided upon request.  The documentation also describes which third
party software is used by which part of the Software.  Your use of a
certain part of the Software requires that you accept the license
terms of the third party software that is used by this part of the
Software (the Used Third Party Software).  You understand and agree
that acceptance of this Agreement also confirms your acceptance of
the applicable provisions for use, including the restrictions on
use, of the Used Third Party Software.  Any breach of the applicable
provisions of any third party's license terms shall also be
considered a material breach of this Agreement.

3.7. TERMINATION

Without prejudice to any other rights, MVTec may terminate this
Agreement if you fail to comply with the terms and conditions of this
Agreement.  In such event, you must destroy all copies of the Software
and all of its components as well as all Derivatives.


4. INTELLECTUAL PROPERTY RIGHTS

The Software is protected by copyright and other intellectual property
laws and treaties.  All title and intellectual property rights in and
to the Software, including, but not limited to, any digital images or
example programs, incorporated into the Software, the Documentation,
and any copies of the Software are owned by MVTec or its suppliers.
The Software is licensed, not sold.


5. LIMITED WARRANTY

MVTec warrants to the person or entity that first purchases a license
for the Software that the Software will perform in all material
aspects in accordance with the Documentation for a period of twelve
(12) months following receipt of the Software when used on a
recommended hardware configuration.  The warranty period shall be
according to statutory law in cases of intent or gross negligence on
the part of MVTec.

Non-substantial variations of performance of the Software from the
Documentation does not establish a warranty right.  This warranty does
not apply to updates, upgrades, pre-releases, or to Software that has
been altered by you, to the extent such alterations caused a defect.
To make a warranty claim, you must return the Software to the location
where you obtained it along with proof of purchase within the period
of time set forth above.

If the Software does not perform substantially in accordance with the
Documentation, MVTec may, in its sole discretion repair or replace the
Software.

EXCEPT FOR THIS EXPRESS LIMITED WARRANTY, THE PRODUCT IS PROVIDED
WITHOUT WARRANTY OF ANY KIND.  MVTEC HEREBY EXCLUDES AND DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  YOUR STATUTORY
WARRANTY RIGHTS SHALL REMAIN UNAFFECTED SUBJECT TO THE EXPRESS TERMS
OF THIS AGREEMENT.


6. LIMITATION OF LIABILITY

MVTEC'S LIABILITY IS UNLIMITED IN CASE OF INTENT AND GROSS NEGLIGENCE.

MVTEC IS LIABLE FOR SLIGHT NEGLIGENCE ONLY: (1) FOR DAMAGES RESULTING
FROM INJURY TO LIFE, BODY OR HEALTH; OR (2) FOR DAMAGES ARISING FROM
THE BREACH OF A MATERIAL CONTRACTUAL OBLIGATION (I.E. AN OBLIGATION,
THAT IS ABSOLUTELY NECESSARY FOR THE FULFILLMENT OF THIS AGREEMENT OR
UPON WHICH YOU HAVE REASONABLY RELIED ON); IN SUCH CASE, HOWEVER,
LIABILITY IS LIMITED TO THE REPLACEMENT OF THE FORESEEABLE, TYPICALLY
OCCURRING DAMAGE.

THE ABOVE LIMITATIONS OF LIABILITY SHALL NOT APPLY IF MVTEC
FRAUDULENTLY CONCEALS A DEFECT OR IF MVTEC HAS ACCEPTED A GUARANTEE
FOR THE QUALITY OF THE SOFTWARE.  THE SAME APPLIES TO YOUR CLAIMS
UNDER THE GERMAN PRODUCT LIABILITY ACT.

FURTHER LIABILITY OF MVTEC IS EXCLUDED.


7. HAZARDOUS USES

The Software is not designed and/or intended for use in connection
with any application requiring fail-safe performance, such as the
operation of nuclear power facilities, air traffic control or
navigation systems, weapon control systems, life support systems, or
any other system whose failure could lead to death, personal injury,
or severe physical or environmental damage (High Risk Use).  You agree
that you may not use the Software in such High Risk Use scenarios.


8. ENTIRE AGREEMENT/SEVERABILITY

This Agreement contains the entire, final, and exclusive understanding
between MVTec and you, and may not be modified or amended except by
written instrument, executed by authorized representatives of MVTec
and you.  If any provisions of this Agreement are held to be illegal,
invalid, or enforceable for any reason, the remainder of the
provisions of this license will remain in full force and effect and
you and MVTec will agree on the replacement of the invalid contractual
provision by an appropriate provision which comes as close as possible
to what you and MVTec would have wanted, had they considered the
point.


9. APPLICABLE LAW

This Software License Agreement is governed by the laws of Germany.
The 1980 United Nations Convention on Contracts for the International
Sale of Goods shall not apply.  All of the disputes arising from this
Software License Agreement and in association with it will be resolved
exclusively by the courts of Munich.


