463-0620-01 Rev A. June-201528
Software License Agreement
This LICENSE AGREEMENT (“Agreement”) is made as of the Effective Date noted below by and between LOFA™ Industries, LLC (“LOFA”),
a Georgia corporation with a principal place of business at 250 Hembree Park Drive, Suite 122, Roswell GA 30076, and Licensee as
defined below.
Standard Terms and Conditions
1. Definitions. In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:
a. Agreement shall mean this agreement (as such may be amended from time to time in accordance with the provisions
hereof), information sheets and any exhibits, attachments or schedules referenced herein.
b. LOFA Notices shall mean all proprietary trademark, patent and copyright notices present in the Materials.
c. Effective Date shall mean the date Licensee purchases LOFA hardware and/or software.
d. Host Device shall mean the product or device that hosts LOFA software.
e. New Releases means material improvements or changes to the LOFA Software that may enhance operating performance. A
New Release is signified by an increase in the release number to the left of the first decimal.
f. Information Sheets shall mean the attached exhibits which contain specific license terms.
g. LOFA Software shall mean a hardware and/or software item listed in Exhibit B – Products/Deliverables.
h. Licensee Device shall mean the specific LOFA hardware created by or for Licensee combining the LOFA software with the
Host Device as identified in Exhibit A.
i. Materials shall mean all hardware and/or software products and special documentation listed in Exhibit B – Products/
Deliverables, as well as any standard documentation distributed along with such products.
j. Runtime means those portions of the Licensed Products specifically designated as ‘runtime’ including libraries and sample
code.
k. End User shall mean the end user of the Licensee Devices.
l. New Releases and Updates LOFA may, in its sole discretion, develop any New Releases to LOFA Software; however, LOFA
has no obligation to develop, sell, or support New Releases.
Acceptance of Terms of this Agreement
In order to use the LOFA software referenced herein, you must first agree to the provisions of this Agreement. Use of LOFA software is
prohibited without acceptance of all the terms in the Agreement.
2. License.
Subject to applicable government export regulations, LOFA grants Licensee a world-wide, non-exclusive, non-transferable,
perpetual license subject to limitations as defined below to use, LOFA Software solely for use in the Licensee Device. No such
Licensee Devices(s) incorporating any of the Materials may be distributed, licensed, sold, rented, or otherwise provided to third
parties without the express written permission by LOFA.
3. License Restrictions and Conditions. Licensee agrees to the following:
i. No distribution of licensee devices incorporating the materials without express written permission.
ii. This license is restricted to use with up to one (1) specific identified Licensee Devices; additional devices or products from
Licensee require additional licenses.
4. Ownership, Trade Secrets, Protection.
a. All title and ownership in and to the LOFA Software, LOFA trademarks, and the LOFA-supplied portions of items contained
in this Agreement, including all intellectual property rights such as copyright, trade secrets, patents, trade-marks and service
marks, shall at all times remain with LOFA and its licensors as appropriate. Should Licensee offer any warranties to third
parties on behalf of the Licensee Devices, Licensee must be solely responsible for these warranties.
b. Licensee agrees that the techniques, algorithms, ideas, concepts, code, and processes contained in the Materials constitute
LOFA’s trade secrets and are subject to confidentiality protection. As such, Licensee agrees not to reverse engineer,
disassemble or decompile, or otherwise attempt to derive the source code for, or perform cryptographic analysis upon, any
Licensed Products to the extent this restriction is permitted by law. To the extent the following prohibition is permitted by law,
Licensee is prohibited from creating any Licensee Devices which gives third party proprietary software direct access to any of
the following items within the Licensed Products: (i) supported API(s); (ii) security and authentication functionalities; or, (iii) any
undocumented internal functionality.
Licensee agrees to take all reasonable measures to keep confidential the Materials, and protect LOFA’s (and its licensor’s)
rights in the Materials (including, for purposes of this Section, additional hardware, software or information provided. Licensee
agrees not to disclose the confidential portions of the Materials to anyone, or copy them, except as permitted under this
Agreement.
c. Customization of a customer facing page does not grant ownership rights of software
As used in this Section, the phrase “confidential portions of the Materials” specifically does not include the Runtime elements
solely to the extent that such elements are distributed in accordance with this Agreement.
5. Compliance with Laws. Licensee must comply with all applicable export, import, or other relevant laws of any applicable
jurisdiction. Determination of the applicable law is Licensee’s responsibility. Licensee understands that the Licensed Product is
cryptographic in nature and therefore the Materials are highly regulated. Licensee is strictly prohibited from exporting, re-exporting
or importing the Materials (after initial delivery by LOFA to Licensee), regardless of method (including, for example and not by
limitation by use of physical delivery, e-mail, or download from FTP or website, etc.), without first complying with all applicable
government use, import, or export laws, rules, regulations, orders, and obtaining any necessary approvals or permits. Obtaining
any necessary export or import approval for Licensee Devices and/or the Materials (after initial delivery of the Materials by LOFA to
Licensee) is the sole responsibility of Licensee.
6. Fees. Licensee fees are referenced in the Purchase Order.
7. Limited Warranty. LOFA warrants for a period of thirty (30) days from the first date that it delivers to Licensee the Materials that
(a) the Licensed Product(s) will operate in conformity with the material specifications for such item; (b) will be free from material
defects; and (c) the media, if any, on which the Licensed Product is furnished will be free from material defects in materials and
faulty workmanship under normal use. LOFA’s sole liability and Licensee’s exclusive remedy for any failure to meet these warranties