Terms and Conditions of Use
Scytáles SDK Commercial License Agreement
August 2023 Version
PLEASE READ THIS LICENSE AGREEMENT (“LICENSE”) CAREFULLY.
THIS LICENSE IS A LEGAL AGREEMENT BETWEEN SCYTÁLES AB (“SCYTÁLES”) AND YOU AND BY DOWNLOADING THE SOFTWARE – A SCYTÁLES SOFTWARE DEVELOPMENT KIT (“SDK”) AND ITS RELATED SOFTWARE COMPONENTS AND DOCUMENTATION – YOU ARE AGREEING THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH COMPANY (OR OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS LICENSE ON BEHALF OF SUCH COMPANY (OR OTHER ENTITY).
WARNING —– SCYTÁLES IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE.
I. OWNERSHIP; LICENSE GRANT
A. Ownership. As between the parties, Scytáles owns all right, title and interest in and to the Scytáles SDK, its related components and associated media and materials including any related documentation such as standard training, user or reference manuals delivered in machine readable form or on-line at the Scytáles website (collectively, the “SOFTWARE”) and any and all patents, copyrights, moral rights, trademarks, trade secrets, designs and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing embodied therein (“Intellectual Property Rights”). The SOFTWARE is licensed, not sold, to You by Scytáles. There are no implied licenses and Scytáles retains all rights not expressly granted to You in this LICENSE. All corrections, bug fixes, enhancements, updates, additions, or new releases (“Updates”) created by or on behalf of Scytáles and provided or made available to You as part of the SOFTWARE will, together with all applicable Intellectual Property Rights, be owned by Scytáles, but will be included as part of the SOFTWARE for purposes of the license granted to You hereunder.
B. License Rights. Upon executing a contract with Scytáles for a full license to the SOFTWARE or accepting a trial license to use the SOFTWARE on a trial basis as described below, Scytáles hereby grants to You, and You accept, a non-exclusive, non-transferable, non-sublicensable, revocable and limited license (the “LICENSE”) to access, use, and copy the SOFTWARE, in object code form as authorized in Section II of this LICENSE or source code form, subject to Sections II and IV of this LICENSE.
C. Data Security. If the SOFTWARE is deployed by You in an application that is accessed through a network or the Internet, You are responsible for and shall maintain access controls and system security requirements in the hosting applications and devices in which you are using the SOFTWARE, required for data security, confidentiality, authorization, authentication, and virus detection and eradication. Scytáles does not store, maintain or otherwise host any of Your data or personal information on its servers, websites or cloud-hosted provider services.
II. TRIAL AND FULL LICENSES; PERMITTED USES
A. Upon accepting a trial license by downloading the SOFTWARE without a full license, You may install, copy, and use trial/developer versions of the SOFTWARE for a period of thirty (30) days (the “Trial Period”) and solely for the limited purposes of displaying product demonstrations, trials and design time evaluations, and running a product tour, in each case internally for the purposes of performing an evaluation of the SOFTWARE, all in accordance with this LICENSE. All trial/developer versions of the SOFTWARE are subject to the rights, requirements and obligations of this LICENSE. For purposes of the trial license, the SOFTWARE shall not be installed or used on more than fifty (50) computers, tablet, mobile devices or web applications.
B. For a full license, please contact Scytáles at firstname.lastname@example.org. Upon execution of and compliance with a contract with Scytáles and payment of a license fee, the SOFTWARE is licensed to You for full use as identified in Your contract with Scytáles (“CONTRACT”). A full license key shall be provided for your use with the SOFTWARE. Distribution of the SOFTWARE or components thereof identified in the CONTRACT is allowed without royalty or runtime fees. Under the full license, You may install and use the SOFTWARE subject to the additional limitations on number of installations and/or region of use as stated in your contract with Scytáles. Unless specifically allowed by the CONTRACT, development, deployment, and use of the SOFTWARE is only allowed in one named application per paid license (“Your Application”).
D. For purposes of both the trial license and full license, the SOFTWARE is in “use” on a computer, tablet, mobile device or web browser when it is loaded into temporary memory (e.g., RAM) or installed into permanent memory (e.g., hard disk or other storage devise) of that device.
E. Solely with respect to the documentation included or otherwise made available as part of the SOFTWARE, You may make copies (either in hardcopy or electronic form); provided, that such copies shall be for Your internal use only as required to exercise Your rights hereunder and are not to be republished or distributed to any third party.
F. All copies of the SOFTWARE or the included/available documentation made by You or anyone working on Your behalf shall include Scytáles copyright, trademark, service mark, and other proprietary notices in the same form and location as the notice appears on the original work.
III. PROHIBITED USES.
A. You may not without the prior written permission of Scytáles:
disassemble, decompile or “unlock”, decode, reverse-compile, or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of SOFTWARE which is provided in object code form only, or create any derivative works of the SOFTWARE except as expressly permitted in Section IV;
by any means sell, transform, translate, assign, pledge, mortgage, encumber, or otherwise dispose of any of Scytáles’ SOFTWARE or Intellectual Property Rights or any of the rights or obligations granted or imposed hereunder. In no case shall this agreement, or any rights or privileges hereunder, be an asset of You under any bankruptcy, insolvency, or reorganization proceedings, or in any other manner whatsoever; provided, however, this agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, and permitted transferees, successors, and assigns;
use, copy, modify, adapt or create derivative works of the SOFTWARE and any accompanying documents except as permitted in this LICENSE;
transfer, rent, lease, sublicense or otherwise commercially exploit the SOFTWARE, unless as expressly allowed by the CONTRACT;
implement and/or deploy the SOFTWARE in more than one named application per paid license.
IV. SOURCE CODE.
A. Scytáles’ SDKs and documentation may include human-readable “Source Code” for Your Application to function, including demonstration Source Code. Provided You have purchased a full license for the relevant SDK, You shall be and hereby are granted a non-exclusive, non-transferable, non-sublicensable, revocable and limited license to distribute this Source Code as part of Your Application.
B. You may not otherwise distribute the Source Code in any other form than as a re-distributable library that delivers the necessary functionality of the SOFTWARE in Your Application.
C. Under no circumstances may any Source Code be used, in whole or in part, as the basis for creating a product that provides the same, or substantially the same, functionality as any Scytáles product. You will not take any action or assist or otherwise aid anyone else in taking any action that would limit Scytáles’ independent development, sale, assignment, licensing or use of its own software or any modification, enhancement, derivative work and/or extension thereto.
V. REDISTRIBUTABLE COMPONENTS.
A. In addition to the license and rights granted in Sections I and II, Scytáles grants You a non-exclusive, royalty-free, revocable and limited license right to reproduce and distribute, in object code form, those portions of the SOFTWARE to be included in Your Application for end users in their mobile devices (collectively the “REDISTRIBUTABLES”); provided that:
You distribute the REDISTRIBUTABLES in object code form only in conjunction with and as part of Your Application;
You include with the REDISTRIBUTABLES a copy of the then-current Scytáles End User License Agreement, available at https://www.scytales.com/scytales-mobile-id-terms-and-conditions-of-use, which you will have bind all End Users of Your Application regarding the Scytáles REDISTRIBUTABLES that form part of Your Application; and
You do not use the Scytáles name, logo or trademarks to market Your Application without our express written approval.
VI. EXPORT CONTROLS, TRADE SANCTIONS, AND ANTI-BRIBERY REGULATIONS.
You agree that performance pursuant to this Agreement does not violate any applicable trade sanction, export control, or anti-bribery/anti-corruption law or regulation.
For the Trial License, You hereby agree to defend, indemnify, and hold harmless Scytáles, Scytáles affiliates, and each of their respective directors, officers, employees, and agents from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising from or related to any claim, action, proceeding or allegation that arises or results, either directly or indirectly, from: (i) Your use and the use by Your employees, consultants and agents of the SOFTWARE; (ii) any breach by YOU or them of the terms of this LICENSE; and (iii) the use and distribution of Your Application using the SOFTWARE.
For the full license, the Contract shall contain Your Indemnification clause.
VIII. TERM; TERMINATION.
A. The term of this LICENSE will commence on the date You download the SOFTWARE (the “Effective Date”) and will remain in effect until the termination date of Your Contract or thirty (30) days in the case of a Trial License, unless otherwise terminated in accordance with this Section IX.
C. This LICENSE and your right to use the SOFTWARE will terminate immediately without notice from Scytáles if You fail to comply with the terms and conditions of this LICENSE. This is in addition to and not in lieu of any criminal, civil or other remedies available to Scytáles.
D. Upon any termination of this LICENSE, all rights granted to You in the SOFTWARE and under this LICENSE will immediately cease. You agree to destroy the SOFTWARE (including all accompanying documentation) and all copies thereof in any form.
E. In addition to this Section VIII, the following Sections will survive any termination or of this LICENSE: I.A, III, IV.C., VI, VII, IX, X.A, XI, XII and XIII.
You acknowledge and agree that the SOFTWARE provided to you pursuant to this LICENSE, as well as any Source Code, Updates and modifications thereto contain trade secrets, know-how and other confidential and proprietary information including, without limitation, the concepts, techniques, ideas, algorithms, methods, and structure and design elements embodied and expressed in any computer programs or modules included in the SOFTWARE, as well as the structure, sequence and organization of such programs or modules (“Confidential Information”) that is the exclusive property of Scytáles, the development of which required the expenditure of considerable time and money by Scytáles. You further acknowledge that any disclosure to third parties of the Confidential Information may cause immediate and irreparable harm to Scytáles.
You agree to maintain in confidence the SOFTWARE, Source Code, any Updates and modifications as well as all Confidential Information by using at least the same physical and other security measures as you use for Your own confidential technical information and documentation, but in no event less that a commercially reasonable standard of care. You further agree not to disclose the SOFTWARE, Source Code, any Updates and modifications and the Confidential Information to anyone other than those who have a need to know or obtain access to such Confidential Information in order to support your authorized use of the SOFTWARE and who are bound to protect the SOFTWARE, Source Code, any Updates and modifications and such Confidential Information against any other use or disclosure. You shall be fully responsible for Your employees’ or consultants’ compliance with this Section IX. These obligations shall not apply to any portion of the SOFTWARE, Source Code, any Updates and modifications or Confidential Information which is: (i) generally available to the public, or (ii) independently developed by You without reliance on the Confidential Information, or (iii) approved in writing for release by Scytáles without restriction.
X. LIMITED WARRANTY.
A. You represent, warrant and covenant that: (i) all of Your employees and consultants will abide by the terms of this Agreement; and (ii) You will comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, of any applicable governmental authority, in its performance of this LICENSE. Notwithstanding any terms to the contrary in this LICENSE, You will remain responsible for acts or omissions of all employees or consultants of Yours to the same extent as if such acts or omissions were undertaken by You. You assume responsibility for the selection of the SOFTWARE to achieve your intended results, and for the installation, use, and results obtained from the SOFTWARE.
B. Scytáles warrants that the SOFTWARE will perform substantially in accordance with its accompanying documentation for a period of thirty (30) days from the Effective Date.
C. Except as set forth in Section XI.B, THE SOFTWARE IS PROVIDED ON AN AS IS OR AS AVAILABLE BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. SCYTÁLES AND ITS LICENSORS AND/OR SUPPLIERS DO NOT WARRANT THAT ANY OF THE SOFTWARE WILL BE FREE FROM BUGS, ERRORS, OR OMISSIONS. SCYTÁLES AND ITS LICENSORS/SUPPLIERS DISCLAIM ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SOFTWARE WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL (i) WARRANTIES OF MERCHANTABILITY, (ii) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT SCYTÁLES KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE), OR (III) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RELIED ON NO SUCH WARRANTIES.
XI. LIMITATION OF LIABILITIES.
A. Scytáles’ and its licensors’/suppliers’ entire liability, in contract, tort or otherwise, and your exclusive remedy under the performance warranty set forth in Section XI.B, shall be, at Scytáles’ option, either: (i) return of the purchase price paid, or (ii) repair or replacement of the defective SOFTWARE. This limited warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original thirty (30) day period.
B. Scytáles’ total, aggregate liability, whether in contract, tort, or otherwise, arising out of Your use or the use of Your employees or consultants of, or in connection with, the SOFTWARE, or otherwise under this LICENSE, shall in no event exceed the greater of (a) the amount of the license fee paid or payable by You to Scytáles, if any, under this LICENSE for the specific SOFTWARE at issue, or (b) ten Euros (EUR 10.00). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION
C. IN NO EVENT SHALL SCYTÁLES OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, OR ANY OTHER LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR IN CONNECTION WITH THIS LICENSE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SCYTÁLES HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
XII. THIRD PARTY COMPONENTS, USAGE & RESTRICTIONS.
A. The SOFTWARE includes third party open source components (“Other Components”) including but not limited to the list maintained in the SDK documentation. The Other Components are provided “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE OTHER COMPONENTS OR THE USE OF OTHER DEALINGS IN THE OTHER COMPONENTS.
A. Assignment. No party may assign this Agreement or any of its rights and obligations under this Agreement without the prior written consent of the other parties.
B. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes all prior contracts, agreements and understandings with respect to the subject matter between them. The Section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or construction of this Agreement.
C. Governing Law; Dispute Resolution. The laws of the Kingdom of Sweden, without regard to its choice of laws provisions, govern all matters arising out of this Agreement. All disputes arising out of or in connection with this Agreement shall be finally settled under the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce by a sole arbitrator appointed in accordance with the said Rules. The decision of the arbitrator shall be final and binding upon the parties. The arbitration shall take place in Stockholm, Sweden in the English language. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
D. Amendment and Waiver. This Agreement may not be amended or modified or any provisions hereof waived orally, but only by an instrument in writing executed by a duly authorized officer or agent of the party against whom enforcement of any waiver, change, modification, consent or by whom discharge is sought. No waiver by any party of any breach of this Agreement by another party shall be effective as to any other breach, whether of the same or any other term or condition and whether occurring before or after the date of such waiver. This Agreement may be amended only by mutual written agreement between the parties.
E. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions will continue in full force without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the Parties' expectations regarding this Agreement. Otherwise, the Parties hereto agree to replace any invalid or unenforceable provision with a valid provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision.