Licence agreement · Glyphwise

Version 1.0 — [EFFECTIVE DATE]

Draft for legal review. Text in [square brackets] must be completed or confirmed before this agreement is used. Remove this box from the copy shipped to customers.

This End-User Licence Agreement (the "Agreement") is between [Tom Davenport / LICENSOR LEGAL NAME], [ADDRESS] ("Licensor", "we", "us") and the person or organisation that obtains a licence to the Software ("Licensee", "you"). If you accept this Agreement on behalf of an organisation, you confirm that you are authorised to bind it, and "you" means that organisation.

By installing, copying or using the Software you accept this Agreement. If you do not accept it, do not install or use the Software. If you bought a licence and do not accept this Agreement, you may return the Software for a refund within [30] days of purchase.

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1. Definitions

"Software" means the Glyphwise optical character recognition software supplied by Licensor, in object code form only: the glyphwise command-line program, the glyphwise-server program, the Glyphwise library (glyphwise.dll / libglyphwise.so) and its header files, the recognition models and language models, and any updates Licensor provides under this Agreement. It does not include the Third-Party Components.
"Documentation" means the user guide and other documentation Licensor supplies with the Software.
"Licence File" means the digitally signed file (normally named glyphwise.lic) that Licensor issues to you, stating your name, a licence identifier, the Licensed Features, the issue date and, where applicable, an expiry date, a maximum version and a seat or site description.
"Licensed Features" means the features named in your Licence File, which may include:
- ocr: use of the glyphwise command-line program;
- server: use of the glyphwise-server program;
- sdk: use of the Glyphwise library and C API to build your own applications.
"Order" means the order form, quote, invoice, online checkout or other document by which you bought the licence, including the fees, the number of seats or sites, and any additional terms agreed in writing.
"Term" means the period stated in your Licence File: until its expiry date, or indefinitely if it has none, unless this Agreement ends earlier under section 11.
"Evaluation Mode" means use of the Software without a valid Licence File, as described in section 4.
"Input" means the images, documents and other data you process with the Software, and "Output" means the text, coordinates, files and other results the Software produces from your Input.
"Third-Party Components" means the open-source components listed in THIRD_PARTY_NOTICES.md.

2. Licence grant

2.1 Licence. Subject to your compliance with this Agreement and payment of the applicable fees, Licensor grants you a non-exclusive, non-transferable, non-sublicensable licence, during the Term, to install and use the Software, for the Licensed Features only, for your internal business purposes, within the number of seats or sites stated in your Order or Licence File.

2.2 Versions. If your Licence File states a maximum version, the licence covers releases of the Software up to and including that major version. Later major versions require a new or upgraded licence.

2.3 server feature. You may run glyphwise-server on computers you control and make it available to your own employees and contractors, and to your own internal systems. You may not offer the Software, or recognition performed by it, to third parties as a hosted, online or "software as a service" offering unless your Order expressly allows it.

2.4 sdk feature. You may use the library and header files to develop applications for your internal use. You may not distribute the Software, or any part of it (including the library and the models), to third parties, alone or inside your own application, unless you have a separate written distribution or OEM agreement with Licensor.

2.5 Copies. You may make a reasonable number of copies of the Software for backup, archival and disaster recovery purposes. Every copy must keep all copyright and proprietary notices.

2.6 Contractors. Your contractors may use the Software on your behalf, within your seats, for your benefit only. You are responsible for their compliance with this Agreement.

3. Licence Files

3.1 The Software checks your Licence File on your own computer, offline. It does not contact Licensor or any other server to do so.

3.2 Your Licence File is issued to you personally. Keep it confidential and do not share it with anyone who is not covered by your licence. Each Licence File carries your name and a unique identifier.

3.3 You must not alter, forge or create Licence Files, or use a Licence File issued to someone else. Altering a Licence File invalidates it.

3.4 When a Licence File is missing, invalid or expired, or does not include the feature being used, the Software runs in Evaluation Mode. This is a technical measure and not a waiver of Licensor's rights.

3.5 If your Licence File is lost or damaged, contact Licensor at [SUPPORT EMAIL] for a replacement.

4. Evaluation

4.1 You may use the Software in Evaluation Mode, without a Licence File, for up to [30] days, solely to evaluate whether to buy a licence. Evaluation use must not be production use.

4.2 In Evaluation Mode the Software limits the amount of work it performs (for example, the number of pages processed per run or per request). These limits are described in the Documentation and may change.

4.3 Evaluation use is provided "as is", without any warranty, support or indemnity, and sections 12.1 and 12.2 do not apply to it.

5. Restrictions

Except as expressly permitted by this Agreement, or to the extent applicable law permits despite this restriction, you must not, and must not allow anyone else to:

(a) copy, modify, translate or create derivative works of the Software;

(b) reverse engineer, decompile or disassemble the Software, or otherwise attempt to derive its source code, model weights or algorithms;

(c) remove, disable, bypass or interfere with the licence check, the Evaluation Mode limits or any other technical measure in the Software;

(d) extract, copy or use the recognition models or language models separately from the Software, or use them with any other software;

(e) use the Software, or its Output, to develop, train or improve a product or service that competes with the Software, including another character recognition engine or model;

(f) sell, rent, lease, lend, sublicense, distribute or transfer the Software, or your licence, to anyone else;

(g) use the Software beyond the Licensed Features, the Term, or the number of seats or sites you paid for;

(h) remove or alter any copyright, trademark or other proprietary notice in the Software or Documentation;

(i) use the Software in breach of any applicable law, or to process Input that you do not have the right to process.

6. Ownership

6.1 The Software and Documentation are licensed, not sold. Licensor and its licensors keep all rights, title and interest in them, including all intellectual property rights. All rights not expressly granted to you are reserved.

6.2 If you give Licensor suggestions or feedback about the Software, Licensor may use them freely, without obligation to you.

7. Your data

7.1 You keep your data. As between you and Licensor, you own your Input and your Output. Licensor claims no rights in them.

7.2 No data collection. The Software processes your Input on the computers where you run it. It does not send your Input, your Output, usage statistics or other information to Licensor. Licensor receives your data only if you choose to send it, for example in a support request.

7.3 Your responsibility. You are responsible for your Input: for having the right to process it, for complying with privacy, data protection and other laws that apply to it, and for securing the computers on which you run the Software. glyphwise-server provides no encryption or authentication of its own; you are responsible for protecting access to it.

8. Third-Party Components

The Software includes Third-Party Components that are licensed under their own open-source licences, listed in THIRD_PARTY_NOTICES.md. Those licences govern your use of those components, and nothing in this Agreement limits the rights they give you. Information about the data used to train the models is in DATA_NOTICES.md.

9. Fees

You must pay the fees stated in your Order, by the dates stated there. Fees are non-refundable except as stated in this Agreement or the Order, or as required by law. Fees exclude taxes, which you must pay, except taxes on Licensor's income.

10. Updates and support

Licensor is not obliged to provide updates, upgrades or support unless your Order includes a maintenance or support plan, in which case that plan's terms apply. Updates Licensor provides are part of the Software and are covered by this Agreement.

11. Term and termination

11.1 This Agreement runs for the Term.

11.2 Licensor may terminate this Agreement by written notice if you materially breach it and, where the breach can be remedied, do not remedy it within [30] days of the notice. Licensor may terminate immediately on written notice if you breach section 5 or section 3.3.

11.3 You may terminate this Agreement at any time by stopping all use of the Software and deleting it.

11.4 When this Agreement ends, your licence ends. You must stop using the Software, and delete all copies of it and of your Licence File. Sections 5, 6, 7.1, 8 and 12 to 16 continue after termination. Ending this Agreement does not entitle you to a refund, except as stated in section 12.2 or required by law.

12. Warranty

12.1 Limited warranty. Licensor warrants that, for [90] days from the date you first obtain a paid licence, the Software will perform substantially as described in the Documentation when used as described there.

12.2 Remedy. If the Software does not meet this warranty and you notify Licensor within the warranty period, Licensor will, at its option, correct the defect, replace the Software, or end your licence and refund the fee you paid for it. This is your only remedy for breach of the warranty.

12.3 Recognition accuracy. Character recognition is inherently imperfect. Output may contain errors, omissions and misread characters, and accuracy depends on the quality of the Input. You are responsible for checking Output before relying on it, in particular for legal, financial, medical, safety-related or other important decisions. Licensor does not warrant any level of accuracy.

12.4 Disclaimer. EXCEPT FOR THE WARRANTY IN SECTION 12.1, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS". LICENSOR DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.

13. Limitation of liability

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, EVEN IF ADVISED OF THEIR POSSIBILITY.

13.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE WILL NOT EXCEED THE FEES YOU PAID FOR THE SOFTWARE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

13.3 Nothing in this Agreement limits liability that cannot be limited by law, such as liability for death or personal injury caused by negligence, or for fraud.

14. Verification

Once a year, on at least [30] days' written notice, Licensor may ask you to confirm in writing that your use of the Software complies with this Agreement, including the number of seats or sites in use. If your use exceeds your licence, you must promptly buy the additional licences needed at Licensor's then-current prices.

15. Export and government use

15.1 You must comply with all export control and sanctions laws that apply to the Software and to your use of it. You must not export, re-export or use the Software in breach of those laws, or in any country, or by any person, subject to applicable embargoes or sanctions.

15.2 The Software is "commercial computer software" and the Documentation is "commercial computer software documentation" as those terms are used in the U.S. Federal Acquisition Regulation (48 C.F.R. 12.212) and the Defense Federal Acquisition Regulation Supplement (48 C.F.R. 227.7202). U.S. government users acquire only the rights set out in this Agreement.

16. General

16.1 Governing law. This Agreement is governed by the laws of [STATE / COUNTRY], without regard to its conflict-of-laws rules. The courts of [COUNTY, STATE / COUNTRY] have exclusive jurisdiction over any dispute arising out of or in connection with it. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Consumers. If you are a consumer, you may have rights under the laws of your country that cannot be excluded or limited by contract. Nothing in this Agreement affects those rights.

16.3 Entire agreement. This Agreement, your Order and your Licence File are the entire agreement between you and Licensor about the Software. They replace all earlier agreements and communications about it. If they conflict, the Order prevails over this Agreement, and this Agreement prevails over the Licence File. Terms in your purchase order or other documents do not apply.

16.4 Assignment. You may not assign or transfer this Agreement or your licence without Licensor's prior written consent. Licensor may assign this Agreement to a successor to its business or to the Software.

16.5 Severability and waiver. If any part of this Agreement is held unenforceable, it will be enforced to the maximum extent permitted, and the rest of the Agreement remains in effect. A failure to enforce any right is not a waiver of it.

16.6 Notices. Notices to Licensor must be sent to [LEGAL NOTICE EMAIL AND/OR POSTAL ADDRESS]. Licensor may send notices to the contact details in your Order.

16.7 Changes. Licensor may publish new versions of this Agreement for later releases of the Software. A new version applies only to releases you obtain after it is published, not to releases you already have.

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