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, COPYING, 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

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 to you by MVTec.

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.

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 Application by
linking or otherwise using the Software in any form whatsoever in your
Application.

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

License Type means a Nodelocked License.

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.

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.


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 time 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.

2.1. SOFTWARE CONFIGURATIONS AND LICENSE OPTIONS

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

2.1.1. 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 month.  It requires an 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 may no longer be used.  The transfer of the Software,
including, but not limited to, sublicensing and distribution to a
third party is not permitted.

2.1.2. DEVELOPMENT VERSION

The Development Version is a version of the Software that allows you
to use the full functionality of the Software for an unlimited period
of time.  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.  You may use the Software to
create Derivatives, including commercial applications.  In particular,
you may use the Development Version to compile and link applications.
You may not sublicense and/or distribute the Development Version to a
third party.

2.1.3. RUNTIME VERSION

The Runtime Version is a version of the Software that only 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; the Runtime Version is only available
with Nodelocked Licenses.  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 the 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.

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

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.

2.2. LICENSE TYPES

2.2.1. NODELOCKED LICENSES

A Nodelocked License allows you to install and use the Software only
on the computer specified in the Nodelocked License File.  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 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 MVTec 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.

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.  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 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

If the Software 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 to assist you
in the transition to the upgrade, provided that (1) 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 (2) you acknowledge that any obligation MVTec
may have to support the previous version of the Software may be ended
within one (1) year upon availability of the upgrade.

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.  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 such third
party software.  You may contact MVTec to obtain the current
applicable provisions.  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.


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 substantially in
accordance with the Documentation for a period of twelve (12) months
following receipt of the Software when used on a recommended
hardware configuration.  Non-substantial variations of performance
from the Documentation does not establish a warranty right.  This
warranty does not apply to updates, 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 such twelve (12) month period.  If the Software does not
perform substantially in accordance with the Documentation, the
entire liability of MVTec and your exclusive remedy shall be limited
to either, at MVTec's option, the replacement of the Software or a
refund of the license fee you paid for the Software.  The limited
warranty is void if failure of the Software or hardware has resulted
from accident, abuse or misapplication.  EXCEPT FOR THIS EXPRESS
LIMITED WARRANTY, THE PRODUCT IS PROVIDED WITHOUT WARRANTY OF ANY
KIND.  MVTEC HEREBY EXCLUDES AND DISCLAIMS ALL IMPLIED OR STATUTORY
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THERE IS NO
WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR WILL FUNCTION
WITHOUT INTERRUPTION.  TO THE EXTENT THAT MVTEC MAY NOT DISCLAIM ANY
WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF
SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

SOME STATES/JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  THIS LIMITED
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS.  YOU MAY HAVE OTHER OR
ADDITIONAL RIGHTS WHICH VARY FROM STATE/JURISDICTION TO
STATE/JURISDICTION.


6. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
MVTEC OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING,
BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR
OTHER INFORMATION OF ANY KIND, FOR BUSINESS INTERRUPTION, FOR PERSONAL
INJURY AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING
OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE
SOFTWARE, EVEN IF MVTEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.  MVTEC'S TOTAL LIABILITY (WHETHER IN RELATION TO BREACH
CONTRACT, NEGLIGENCE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID BY
YOU FOR THE SOFTWARE, IF ANY.  MVTec is acting on behalf of its
suppliers for the purpose of disclaiming, excluding and/or limiting
obligations, warranties and liability as provided in this Agreement,
but in no other respects and for no other purpose.

SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR
LIMITATION MAY NOT APPLY TO YOU.


7. SPECIFIC EXCEPTIONS FOR EVALUATION VERSIONS

If the Software you have received with this Agreement is an Evaluation
Version, you acknowledge that the Evaluation Version is restricted to
specific purposes and may not be used in any other way as permitted.
MVTEC IS LICENSING THE SOFTWARE ON AN "AS IS" BASIS.  MVTEC DISCLAIMS
ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND.  WHERE
LEGALLY LIABILITY CANNOT BE EXCLUDED FOR SUCH SOFTWARE, BUT IT MAY BE
LIMITED, MVTEC'S LIABILITY SHALL BE LIMITED TO THE SUM OF FIFTY EUROS
(EUR 50) IN TOTAL.


8. JURY TRIAL WAIVER

EVEN IF TRIAL BY JURY MAY BE ADOPTED UNDER THE APPLICABLE LAW, THE
PARTIES HERETO WAIVE TRIAL BY JURY WITH RESPECT TO ANY MATTERS ARISING
UNDER OR RELATING TO THIS EULA TO THE MAXIMUM EXTENT AS PERMITTED
UNDER THE APPLICABLE LAW.


9. 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.  You agree that MVTec will
have no responsibility of any nature, and you are solely responsible
for any expense, loss, injury or damage incurred as a result of such
use of the Software.


10. 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, then such provision will be
enforced to the maximum extent permissible and the remainder of the
provisions of this license will remain in full force and effect.


11. APPLICABLE LAW

This Software License Agreement is governed by the laws of Germany.