Canon USA, Inc. WEBVIEW LIVESCOPE SOFTWARE DEVELOPMENT KIT DEVELOPER LICENSE AGREEMENT This Webview Livescope Software Development Kit Developer License ("Agreement") between you, the "Developer" and the licensor of this software, Canon USA, Inc., or Canon Inc., as the case may be (each, "Canon") sets forth the terms and conditions that will govern Developer's use of certain Canon proprietary software and related materials. The license set forth below is given by Canon with respect to: (i) certain software used, installed and/or downloaded in the United States; and (ii) software files and associated on-line or electronic documentation (Internet download version) which are used, installed and/or downloaded in the United States from Canon's website or through other electronic means. The software is provided either on a disk or CD-ROM in machine readable form or through a software file downloaded from the Internet through Canon's website (including implemented source code) (the "Software") and related documentation (collectively, the "Developer Kit"). DEVELOPER MAY NOT ASSIGN, SUBLICENSE, RENT, LEASE, REPRODUCE, DISTRIBUTE, CONVEY OR OTHERWISE TRANSFER TO ANY THIRD PARTY OR DISPOSE OF THE SOFTWARE OR DEVELOPER SOFTWARE (AS DEFINED BELOW), IN WHOLE OR IN PART, OTHER THAN AS PERMITTED UNDER THIS AGREEMENT. DEVELOPER MAY NOT TRANSLATE, CONVERT TO ANOTHER PROGRAMMING LANGUAGE, DECOMPILE, REVERSE ENGINEER OR DISASSEMBLE SUCH SOFTWARE. DEVELOPE MAY COPY THE SOFTWARE ONLY FOR BACKUP PURPOSES AS EXPRESSLY PROVIDED BELOW. 1. LICENSE: If your application is approved by Canon, Canon hereby grants Developer a non-exclusive, non-transferable license to use the Developer Kit solely for the purpose of designing, developing or enhancing, or incorporating the Software as part of the design, development or enhancement of, a software program solely for use with any compatible Canon Network Video Camera (the "Product"). Such software program is hereinafter referred to as the "Developer Software." Title to the Software shall at all times reside in Canon. No right is granted hereunder to reproduce, in whole or in part, any documentation included with the Developer Kit, including, without limitation, for incorporation into any documentation related to Developer Software. Developer acknowledges that damages at law may be an inadequate remedy and agree that Canon may enforce its rights under this Agreement by any court of competent jurisdiction. Use of the Software is limited to the territory of North America, South America and the Caribbean, but the Developer Software containing the Software may be distributed worldwide. 2. SUBLICENSES: If Developer distributes Developer Software, Developer will sublicense the Developer Software under an End-User License Agreement which contains the same conditions and restrictions
contained in this Agreement. Without limiting the foregoing, Developer's End-User License Agreement shall specifically disclaim any warranty by, or liability of, Canon, its parent, subsidiaries and affiliates and shall limit the customer to use of the Developer Software with the Product. Developer agrees to abide by the terms of this Agreement, to inform Developer customers of them, to require Developer's customers to comply with them and to actively pursue correction of known breaches by such customers. Willful violation of this Agreement will be grounds for immediate termination of this Agreement or any sublicense granted hereunder. Developer acknowledges that damages at law may be an inadequate remedy and agree that Canon may enforce its rights under this Agreement by injunction by any court of competent jurisdiction. 3. MARKETING AND PROMOTION. Developer may market the Developer Software under its own name and at its sole cost and expense. Developer may not use any Canon trademarks, service marks, trade names or logos including, without limitation, in connection with in any advertising, brochures or promotional materials, unless Developer obtains prior written consent from Canon. 4. COPIES AND MODIFICATIONS; CONFIDENTIALITY: The Developer Kit is protected by copyright, trade secret, and trademark law. Developer may make one copy of the Software solely for back-up purposes. YOU MUST REPRODUCE AND INCLUDE THE COPYRIGHT NOTICE ON THE BACK-UP COPY. Developer may not copy the Software except for the back-up copy. Developer may not copy the documentation. Developer may not modify the manual. By accepting this license, Developer acknowledges that the Developer Kit is proprietary in nature and contains valuable confidential information developed or acquired at great expense, including data processing algorithms, innovations, and concepts. Developer will not disclose to others or utilize such trade secrets or proprietary information except as provided herein. This obligation shall survive the termination of this Agreement. However, Developer is allowed to distribute the dll' files that are included in the Developer Kit as part of the Developer Software. 5. MAINTENANCE AND NOTICES: Developer is responsible for the selection of the Software and for the maintenance of the Developer Software. Canon is not responsible for maintaining or helping Developer use the Developer Kit and shall not be responsible for any errors or anomalies that may be present in the Developer Kit or the Developer Software. Because the Software is provided AS IS, no updates, fixes or support will be made available. Developer agrees that RESTRICTED RIGHTS notice shall be placed on all media containing the Developer Software and that all notices and disclaimers (including the warranty disclaimer required by Section 2 hereof) shall be reproduced in a conspicuous place and manner as part of a license agreement contained in a Read-Me file or other material to be distributed with the Developer Software. If Developer distributes the Developer Software without such notices, this Agreement shall be terminated. Developer acknowledges and agrees that Canon retains all rights in the Software, including any portion incorporated in the Developer Software.
6. TERM: This Agreement is effective from the date Developer downloads and/or installs the Software and shall be terminated upon the earliest of the following: (1) Developer breaches any term or condition of this Agreement; (2) Developer destroys the Software and accompanying documentation, together with any copy thereof; or (3) Canon terminates this Agreement in writing. In case of termination, Developer shall (i) immediately return all copies of the Software to Canon at Developer's expense; and (ii) provide within 30 days a list to Canon of all released Developer Software with corresponding version number. 7. WARRANTY AND LIABILITY DISCLAIMERS: It is Developer's responsibility to choose, maintain and match the hardware and software components of Developer computer system. Thus, neither Canon, its parent, subsidiaries or affiliates, nor their respective distributors or dealers, will guarantee uninterrupted service, the absence or correction of errors, or that the functions or performance of the Software and Developer Kit will meet Developer requirements. NO IMPLIED WARRANTY AS TO THE QUALITY OR PERFORMANCE OF THE DEVELOPER KIT AND SOFTWARE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS GIVEN BY CANON U.S.A., INC., ITS PARENT, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE DISTRIBUTORS AND DEALERS, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. NO OTHER WARRANTY OR GUARANTY GIVEN BY ANY PERSON, FIRM OR CORPORATION WITH RESPECT TO THE DEVELOPER KIT (INCLUDING THE SOFTWARE) OR DELIVERY OF THE SOFTWARE SHALL BIND THE CANON PARTIES LISTED ABOVE, OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE DEVELOPER KIT. NEITHER CANON U.S.A., INC., ITS PARENT, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE DISTRIBUTORS AND DEALERS, NOR ANY OTHER PERSON, FIRM OR CORPORATION, IS RESPONSIBLE FOR DAMAGES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFITS, EXPENSE OR INCONVENIENCE, OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES CAUSED BY THE USE, MISUSE OR INABILITY TO USE THE DEVELOPER KIT (INCLUDING THE SOFTWARE), WHETHER ON ACCOUNT OF NEGLIGENCE OR OTHERWISE, OR BY FAILURE TO CONFORM TO ANY EXPRESS OR IMPLIED WARRANTIES. CANON U.S.A., INC., ITS PARENT, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE DISTRIBUTORS AND DEALERS SHALL HAVE NO OBLIGATION TO DEFEND OR INDEMNIFY YOU IN CONNECTION WITH ANY CLAIM OR SUIT BY A THIRD PARTY ALLEGING THAT THE SOFTWARE, ACCOMPANYING DOCUMENTATION OR THE USE THEREOF INFRINGES ANY INTELLECTUAL PROPERTY OF SUCH THIRD PARTY.
8. SOFTWARE DEVELOPMENT; NO FUTURE RELATIONS: Without limiting the foregoing, Canon makes no warranties or representations of any kind with respect to the results of Developer software development work relating to the Software, the feasibility of developing applications with the Developer Kit, or Developer software development efforts. Except as expressly granted herein, no license or right, express or implied, is hereby conveyed or granted to Developer for any invention, patent, copyright, trademark, know-how, trade secret, or other intellectual property right of Canon U.S.A., Inc., its parent, subsidiaries or affiliated corporations. Nothing in this agreement shall be deemed to create an agency, franchise, partnership or joint venture relationship between the parties. 9. INDEMNIFICATION BY DEVELOPER: Developer shall defend, indemnify and hold Canon, its parent, subsidiaries, affiliates and their respective employees, officers and agents (the "Canon Indemnified Parties") harmless from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorney's fees) arising out of or in connection with Developer's breach of this Agreement. Developer shall promptly notify Canon of any such claim. Developer further agrees to defend, indemnify and hold the Canon Indemnified Parties harmless for any breach of copyright or other intellectual property rights of any third party arising out of the combination between the Developer Software and the other software contained in the Developer Kit. 10. RESTRICTED RIGHTS: The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure is subject to restrictions set forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at 48 CFR 252.227-7013, or in subdivision (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.27-19, as applicable. Appropriate notices shall be applied to all information and software delivered to the Government. The contractor/manufacturer for the technical data and software licensed from Canon is Canon U.S.A., Inc., One Canon Plaza, Lake Success, New York 11042. 11. EXPORT CONTROLS: The Software is further subject to United States Export Controls. The Software may not be downloaded or exported (i) into (or to a national or resident of) any country to which the United States has embargoed goods; or (ii) to anyone on the United States Treasury Department's list of Specially Designated Nationals or using the Commerce Department's Table of Deny Orders. By using the Software, Developer represents and warrants that Developer are not located in, or under the control of, or a national or resident of any such country or on any such list. 12. SEVERABILITY: In the event that a provision of this Agreement is declared or found to be illegal by any court or tribunal of competent jurisdiction, such provision shall be void with respect to the
jurisdiction of that court or tribunal and all the remaining provisions of this Agreement shall remain in full force and effect. 13. CONTROLLING LAW: The terms of this Agreement will be governed and construed in all respects in accordance with the laws and regulations of the State of New York, without reference to choice of law principles. Developer agrees that any litigation, action or proceeding related to this Agreement must be instituted in any state or federal court in the State of New York, and Developer waives any objection that Developer may have with respect to jurisdiction, venue or forum. 14. OWNERSHIP: All rights, including, but not limited to, copyrights, trademark and trade secret rights, to the Software and accompanying documentation, belong to Canon. Developer use of the Software is subject to the laws of the United States, and other applicable copyright and trademark laws, and nothing in this Agreement constitutes a waiver of the rights of Canon and third party licensors under such laws. Developer may not assert its own inventions and other creations made in the process of development of the Developer Software and intellectual property rights or other rights derived therefrom, against Canon. 15. GENERAL: All notices to be provided under this Agreement shall be in writing and sent via certified or registered mail, return receipt requested. Any failure by Canon to enforce or request strict performance by Developer of any of the provisions of this Agreement shall not constitute a waiver hereof and Canon may, at any time, avail itself of any remedies for any breach of the terms hereof. 16. ACKNOWLEDGMENT: BY CLICKING I ACCEPT, DEVELOPER ACKNOWLEDGES THAT DEVELOPER UNDERSTOOD IT, AND AGREES TO BE BOUND BY ITS TERMS. DEVELOPER FURTHER AGREES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN DEVELOEPR AND CANON CONCERNING THE SUBJECT MATTER HEREOF WHICH SUPERSEDES ANY PROPOSALS OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. NO AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS IT IS IN WRITING AND SIGNED BY AN OFFICER OF CANON.