Ascent
Capture 7.0 Evaluation Version - NOT FOR RESALE IMPORTANT- CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE DOWNLOADING THIS EVALUATION VERSION.
Clicking “Accept” below and downloading this software indicates your acceptance of the following License Agreement.
Under the terms and conditions of this Agreement, Kofax Image Products, Inc. ("Kofax") grants you ("you" or "Licensee") the personal, limited, non-transferable and non-exclusive right to use the enclosed software program in object code format ("Software") FOR INTERNAL EVALUATION PURPOSES ONLY. Use of the Software for the benefit of any other person or on any computer other than the Licensee's is expressly prohibited. Kofax may terminate this license in its sole discretion at any time upon notice to the Licensee, in which event the Licensee will promptly remove all copies of the Software from Licensee’s systems and return all copies of the Software and any accompanying documentation to Kofax. This Agreement does not convey to you an interest in or to the Software, but only a limited right of use revocable in accordance with the terms of this Agreement. You acknowledge and agree that all right, title and interest in associated intellectual property rights, are and shall remain with Kofax and its suppliers.
Neither Kofax nor its suppliers are under any obligation to support the Software or to provide Licensee with updates or error corrections (collectively "Software Updates"). If Kofax at its sole option, supplies Software Updates to Licensee, the Software Updates will be considered part of the Software, and subject to the terms of this Agreement. Software includes Adobe Technology and related documentation, and any upgrades, modified versions, updates, additions and copies thereof.
THE LICENSEE ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS IN PRELIMINARY FORM FOR EVALUATION PURPOSES ONLY, IS PROVIDED BY KOFAX "AS-IS", AND THAT NEITHER KOFAX NOR ITS SUPPLIERS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OF NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY DISCLAIMED.
Licensee shall have the sole responsibility to protect adequately and backup Licensee's data and/or equipment used in connection with the Software. Licensee shall not claim against Kofax or its suppliers for lost data, re-run time, inaccurate output, work delays or lost profits resulting from Licensee' use of the Software.
IN NO EVENT SHALL KOFAX OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE (some states do not allow the exclusion or limitation of liability for consequential or incidental damages, and hence, this limitation may not apply to you).
You shall not modify or duplicate any portion of the Software or accompanying documentation. You shall not transfer, license, lease, rent, sell or assign the Software or any accompanying documentation. You agree not to reverse engineer or decompile the Software. This Software is the proprietary product of Kofax or its suppliers (including, but not limited to, Adobe Systems, Inc. and OmniPlanar) and is protected by United States copyright laws and international provisions.
For purposes of this Agreement, "Confidential Information" means: (i) the Software and business and technical information which Kofax discloses to Licensee related to the Software, (ii) Licensee's feedback based on the Software; and (iii) the terms, conditions, and existence of this Agreement. Licensee may not disclose Confidential Information or use it except for the purposes specified in this Agreement. Licensee will protect the confidentiality of Confidential Information to the same degree of care, but no less than reasonable care, as Licensee uses to protect its own Confidential Information. Licensee's obligations regarding Confidential Information will expire no less than five (5) years from the date of receipt of the Confidential Information, except for Kofax source code which will be protected in perpetuity. Licensee agrees that the Software contains trade secrets of Kofax.
Notwithstanding any provisions contained in this Agreement concerning nondisclosure and non-use of the Confidential Information, the confidentiality obligations will not apply to any portion of Confidential Information that a Licensee can demonstrate in writing is: (i) now, or hereafter through no act or failure to act on the part of Licensee becomes, generally known to the general public; (ii) known to Licensee at the time of receiving the Confidential Information without an obligation of confidentiality; (iii) hereafter rightfully furnished to Licensee by a third party without restriction on disclosure; or (iv) independently developed by Licensee without any use of the Confidential Information.
Licensee must restrict access to Confidential Information to its employees or contractors with a need for this access to perform their employment or contractual obligations and who have agreed in writing to be bound by a confidentiality obligation which incorporates the protections and restrictions substantially as set forth in this Agreement.
It is understood and agreed that, notwithstanding any other provision of this Agreement, Licensee's breach of the provisions regarding Confidential Information in this Agreement will cause Kofax irreparable damage for which recovery of money damages would be inadequate, and that Kofax will therefore be entitled to seek timely injunctive relief to protect Kofax's rights under this Agreement in addition to any and all remedies available at law.
U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Right in Technical Data and Computer Software clause at DFARS 252.227.7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.277-19, as applicable. Supplier is Kofax Image Products, Inc., 16245 Laguna Canyon Road, Irvine, California 92618-3603.
If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. The validity and performance of this Agreement shall be governed by California law (without reference to choice of law principles), and applicable federal law. This Agreement is deemed entered into in California, and shall be construed as to its fair meaning and not strictly for or against either party. In the event of any legal action or proceeding relating to this Agreement, the prevailing party shall be entitled to recover its attorneys' fees in addition to any other relief granted. Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that Kofax may assign this Agreement to an affiliated company.
KOFAX, ASCENT and ASCENT CAPTURE are the trademarks or registered trademarks of Kofax Image Products, Inc., in the United States and other countries. ADOBE and ADOBE PDF LIBRARY are either registered trademarks or trademarks of Adobe Systems Incorporated in the United States and/or other countries.
OmniPlanar is a third party beneficiary to this Agreement with respect to any Decode Software.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND FINAL AGREEMENT BETWEEN YOU AND KOFAX, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND KOFAX RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
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