End User License Agreement

Read the following terms and conditions carefully before installing or using the Software (defined below) you have acquired.  Your installation and use of this Software constitutes acceptance of these terms and conditions.   If you are under the age of 18, you should review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand these terms and conditions. These terms supersede and replace all previous terms and conditions between Kodak Alaris Inc. (the “Company”) and you, unless the parties have expressly agreed in writing otherwise.

LICENSE

“You” means either (a) in the case of an individual the person over the age of 18 entering into this License or (b) in the case of a corporation (or other legal entity) the party for whom this License is being agreed to on behalf of an authorized person having authority to bind the party.  

This End User License Agreement (“License”) applies to Kodak Capture Pro Limited Edition. The term “Software” applies to the software components you install on your own computers and devices, as well as software components hosted by 3rd parties accessed through the software you installed; and all related documentation that accompanies these software components.

References to the Company’s licensors refer to any third parties licensing all or any portion of such Software to Kodak Alaris Inc, (“Company”), including all companies, subsidiaries and all related companies.  This License is specifically intended for the benefit of the Company, its subsidiaries, related companies and any licensors.

  1. Grant of License.  So long as you are in compliance with this Agreement, we grant you a non-exclusive license to use one instance of the Software at a time for internal use and not in connection with software as a service, solely for intended purposes, and further subject to the license restrictions set forth below.  No rights to the use of any Company or its licensors’, names, logos or trademarks are conveyed by this License.  This Agreement is not for the sale of Software or any other intellectual property. All right, title, interest, and intellectual property rights in and to the Software are owned by the Company or its licensors.

  2. Restrictions on Use.  You may use only one instance of the Software at a time and only for internal use.  For each additional instance of the Software running at the same time, you must obtain an additional license for the Software.  If you purchased Client Access Licenses (please see your invoice to confirm whether this is applicable), multiple users may work with the Software concurrently, in the number specified.  You may not use the Software in connection with software as a service. The Software may contain subroutine libraries and sample files.  You may not modify any of these files for any reason. You may use the Software solely for its intended purposes as defined by the Company.  

  3. Transfer of the Software.  You may not transfer the Software to another party.  You may not further redistribute, sublicense, rent, loan or lease the Software to a third party.

  4. Copyright.  The Software is owned by the Company, its licensors or its suppliers and protected by copyright laws and international treaties.  You may not copy the Software.  You may not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Software, or use any part of the Software for any use other than that for which it was supplied by us, unless specifically authorized by the Company. You may not modify, adapt, alter, translate, or create derivative works from the Software, merge the Software with other software, or integrate the Software into third party solutions.

  5. Term.  This License is effective until terminated.  You may terminate it at any time by destroying the Software together with all copies in any form.  It will also automatically terminate if you fail to comply with any term or condition of this license.  Upon termination, for any reason, you agree to destroy the Software together with all copies in any form.  Provisions which, by their nature, should remain in effect beyond termination of this Agreement shall survive.  The Company may terminate this Agreement, at any time, without cause, with 60 days written notice.

  6. Protection.  By using the Software, you acknowledges that the Software contains valuable proprietary and confidential information of the Company.  You therefore agree: (i) to use the Software only for the limited purposes authorized in the license granted herein, and to limit access to the Software to its own employees, agents, consultants, and independent contractors who are directly involved in the accomplishment of such purpose; (ii) not to copy the Software except as authorized in writing by the Company and to include on all such authorized copies any designated and requested copyright, trademark, and proprietary information notices of the Company and any Company licensor; (iii) to take any reasonable action, as instructed by the Company, with respect to any person permitted access to the Software to enable you to satisfy your obligations under this Agreement; (iv) to otherwise protect the Software from disclosure using at least the same degree of care you use to protect your own software source code and proprietary information; (v) to securely store all copies of the Software at all times and in any form; (vi) to notify the Company in writing of any unauthorized access to the Software of which you become aware; and (vii) you will not (and will use your best efforts consistent not to allow any third party to): (a) copy, decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Software (except to the extent that applicable law prohibits reverse engineering restrictions), (b) except as expressly provided herein, provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Software for the benefit of any third party, (c) use the Software in violation of any law or regulation or any third party rights, or (d) modify or make derivative works of the Software or remove, modify, or obscure any copyright or other proprietary notices of any related documentation.

  7. Software Features.  The Software may contain features that enable the Company or 3rd parties for product fulfillment or other purposes, via the internet, to notify you of available software upgrades, and to update product data files and instructional content in the Software.  The Software may also contain features that enable you to download new data files.  You agree that we may utilize these features to provide such notices and updates, permit such downloads and to collect such data.

  8. Privacy.  The Software may request or collect certain limited information about you when you use the Software. The Software may also collect information regarding what content you send through the Software and who you send it to (“Transmission Data”).  The Software may also use cookies or other passive tracking mechanisms and tools to collect information in order to facilitate your use of the Software. We reserve the right, whether by the Company or a third party, to collect aggregated non-personal data from all users of the Software relating to, for example, the number of times a user has launched or logged into the Software, the specific features of the Software utilized by a user and the types and frequency of errors with the Software that occur (“Aggregate Data”).  We will only use the Aggregate Data to assess the overall use of the Software by customers in order to determine how the Software is being used and how it and other products can be improved. The Company may share Aggregate Data with vendors who assist us in providing its products and services; with third party business partners with whom we provide joint promotions; with our affiliated companies, including any parent or subsidiaries of the Company; and we may share your Aggregate Data if we believe it is necessary to comply with legal process (such as a court order, subpoena, search warrant, etc.), or other legal requirements of any governmental authority; if we believe it would potentially mitigate our liability in an actual or potential lawsuit; if we believe it is permitted by law or if doing so will not violate the law; or if we believe it is otherwise necessary to protect the Company’s rights or property; or is necessary to protect the interests of other users of the Software. In the unlikely event that all or part of our business is sold or acquired by a third party, we will transfer the Transmission Data and the Aggregate Data to the new business owner.

  9. Your Representations and Warranties.  You represent and warrant that you possess the legal right and ability to agree to this License Agreement, and that all information or material that you transmit through the Software is owned by you, is true, accurate and current, including login credentials. You agree that you will not: (i) copy, reproduce or transmit any material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post the material and to grant the right to use such materials as provided in this Agreement; and (ii) enter into any conduct that could result in liability or damage to us or any third party as a result of your use of the Software.

You agree to indemnify and hold harmless the Company and its licensors for all liability and damages that may be incurred in any legal action in connection with the above.

  1. DISCLAIMER OF WARRANTY.    You assume responsibility for operation of the Software, and for the installation, use, and results obtained from the Software.

  2. LIMITATION OF LIABILITY.  YOUR USE OF THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK.  UNDER NO CIRCUMSTANCE WILL THE COMPANY, ITS AGENTS, LICENSORS OR SUPPLIERS BE LIABLE TO YOU ON ACCOUNT OF YOUR USE OR MISUSE OF, OR RELIANCE ON, THE SOFTWARE.  TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS LICENSORS, SUPPLIERS OR DEALERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

  3. Governing Law.  If the Software was obtained in the United States, this License is governed by the laws of the State of Delaware.  If the Software was obtained outside of the United States, this License is governed by the laws of the country in which it was obtained.  This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.  If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

  4. Export Law Assurances.  You may not use or otherwise export or re-export the Software except as authorized by United States law and laws of the jurisdiction in which the Software was obtained.  In particular, but without limitation, the Software may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (including without limitation Cuba, Iran, Iraq, Libya, North Korea, Serbia, Sudan, and Syria) or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.  By using the Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

  5. Federal Acquisitions.  This Section 16 applies to all acquisitions of the Software by or for the federal government, or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement or other activity with the federal government.  The Software is a "commercial item" as that term is defined in 48 C.F.R. 2.101 (October, 2004) consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 227.7202-1, 227.7202-3, 227.7202-4 (October, 2004).  If you are in the U.S. Government or any agency or department thereof, the Software is licensed (a) only as a commercial item and (b) with only those rights as are granted hereunder.

  6. EUROPEAN COMMUNITY PROVISIONS.  If you obtained this Software within a country of the European Community, nothing in this License shall be construed as restricting any rights available under the European Community Software Directive (91/250/EEC).

  7. Miscellaneous.  Each provision of this Agreement is severable. If a provision is found to be unenforceable, this finding does not affect the enforceability of the remaining provisions, terms, or conditions of this Agreement. This Agreement is binding on successors and assigns. The Company will not be responsible for any non-performance or delay attributable in whole or in part to any cause beyond its reasonable control.  Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.  You acknowledge that you have read this Agreement, that you understand it, that you agree to be bound by its terms, and that the foregoing is the complete and exclusive statement of the Agreement.