Scytáles Software License Terms
PLEASE READ THESE LICENSE TERMS (“LICENSE”) CAREFULLY.
I. OWNERSHIP; LICENSE GRANT
A. Ownership. Scytáles owns all right, title and interest in and to the Scytáles Software Developer Kit (“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. 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. Scytáles hereby grants to You, and You accept, a non-exclusive, non-transferable, 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. As part of this LICENSE, however, you agree that Scytáles can collect aggregated, non-personalized information on the total number of users and transactions using the SOFTWARE for billing purposes.
II. PERMITTED USES
A. A license key shall be provided for your use with the SOFTWARE. You may install and use the SOFTWARE, subject to any limitations stated in your agreement with Scytáles. In particular, you may only install and use the SOFTWARE in the Territory stated in your agreement with Scytáles. Development, deployment, and use of the SOFTWARE is only allowed in an application developed by You or on Your behalf (“Your Application”).
B. 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.
C. 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.
D. 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:
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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;
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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;
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use, copy, modify, adapt or create derivative works of the SOFTWARE and any accompanying documents except as permitted in this LICENSE;
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transfer, rent, lease, sublicense or otherwise commercially exploit the SOFTWARE, unless as expressly allowed by Scytáles;
IV. SOURCE CODE.
A. Scytáles’ SDKs and documentation may include human-readable “Source Code” for the application to function, including demonstration Source Code. 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:
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You distribute the REDISTRIBUTABLES in object code form only in conjunction with and as part of Your Application;
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You include with the REDISTRIBUTABLES a copy of the then-current Scytáles End User License Agreement, available at www.scytales.com, which you will have bind all End Users of Your Application regarding the Scytáles REDISTRIBUTABLES that form part of Your Application; and
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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.
VIII. CONFIDENTIALITY.
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.
February 2024 Version