Terms of Use

DIGIMARC TERMS OF USE

Last updated: November 13, 2019

These terms govern your use of our website and services (collectively, “Services”) and software and related documentation that we include or make available to you as part of or in connection with the Services (collectively, “Software”). By using the Services or Software, you agree to these terms, including applicable Additional Terms. If you have entered into another agreement with us concerning specific Services or Software, then the terms of that agreement control where they conflict with these terms.

1. Terms of Acceptance.

Eligibility. You may only use the Services and Software if you are over 18 years old. You many not use the Services or Software if you are a person barred from doing so under the laws of the United States or other countries. Use of the Services or Software in Cuba, Iran, North Korea, Sudan, Syria, and the Crimea Region of Ukraine is prohibited. If you are using the Services or Software on behalf of your employer, you are binding your employer to these terms.

Privacy. The Digimarc Privacy Policy at https://www.digimarc.com/about/privacy-policy (“Privacy Policy”) governs personal information you provide to us through your use of the Services and Software. By using the Services or Software you agree to the terms of the Privacy Policy. Personal information you provide us (including personal data of European Union residents) may be transferred to, stored, and processed in the United States or any other country where we, our affiliates, and our service providers maintain facilities. You appoint us to perform transfers of your data to any of those countries and to store and process your data to provide the Services and Software, to analyze use of the Services and Software, and to improve the Services and Software.

Credentials. You are responsible for all activity that occurs via your account.

Additional Terms. Some Services or Software are also subject to the additional terms below (“Additional Terms”). Services and Software we provide you may be subject to Additional Terms. Additional Terms may be added or amended from time to time.

Conflict. If case of conflict between these terms and Additional Terms, Additional Terms control.

Modification. We may modify, update, or discontinue the Services or Software at any time without notice or liability to you.

2. Services.

License. Subject to your compliance with these terms, you may access and use the Services made available to you. Some Services are subscription-only or invitation-only.

Intellectual Property. We and our licensors are the sole owner of all right, title, and interest in the Services and Software. We reserve all rights not granted under these terms.

Use. You agree to use the Services and Software only as intended, and in compliance with all applicable laws and regulations, including re-export laws and regulations.

Misuse. You must not misuse the Services, Software, or content that we provide to you, including by: (a) copying, modifying, sublicensing, or reselling the Services, Software, or content; (b) enabling or allowing others to use the Service, Software, or content using your credentials; (c) accessing the Services by any means other than those we intend and make available to you; (d) circumventing any access or use restrictions; (e) sharing content or engaging in behavior that violates anyone’s copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, or any other proprietary rights; (f) uploading or sharing any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful; or (g) impersonating or misrepresenting your affiliation with any person or entity.

Third Party Services. Your use of the Services may require you to access third party websites or services such as those of an online payment processor. We are not responsible for the content of or services offered by any third party website or service or any losses you incur by using third party websites or services.

Google Analytics. We use Google Analytics to analyze use of the Services. Google’s processing of data is described at: http://www.google.com/policies/privacy/partners.

3. Content You Provide Us.

Your Content. You may provide us content in connection with your use of the Services and Software. You represent and warrant to us that you own or have sufficient rights to all content that you provide us and to grant us the license granted below.

License. You hereby grant us a perpetual, irrevocable, worldwide license to use, host, store, reproduce, modify, create derivative works, communicate, and distribute your content in connection with providing the Services and Software and to improve our products and services. We may remove your content at any time without notice or liability to you.

Feedback. You are not required to provide us any suggestions, ideas, or feedback (“Feedback”). However, any Feedback you provide us may be used freely by us, and you grant us a non-exclusive, worldwide, royalty-free, sublicensable, transferrable license to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform that Feedback.

4. Content We Provide You.

Our Content. Any Software or other content that we provide to you is licensed, not sold, to you, and may be subject to Additional Terms.

Confidential Information. We may provide or make available to you our confidential information through your use of the Services or Software (“Confidential Information”). You must only use our Confidential Information for your internal business purposes in connection with your use of the Services and Software. You may not use any Services or Software or any Digimarc Confidential Information to develop any services or software that compete with Digimarc. We may require you to return or destroy Confidential Information at any time for any reason, and you agree to do so on our request.

Federal Defend Trade Secrets Act Notice. 18 U.S.C. § 1833(b) states: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit in retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to an attorney of the individual and use the trade secret information in the court proceeding, if the individual—(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Reverse Engineering. You must not reserve engineer, decompile, redistribute, create derivative works from, or modify the Services or Software.

Attribution. You must provide Digimarc attribution in connection with your products and services using Digimarc technology, including by noting in documentation and related materials that those products and services are “under license from Digimarc Corporation.” You must not state that Digimarc technology is your own technology.

Third Party Materials. You must not use the Software in connection with any code, data, or other materials that are subject to a license that imposes obligations on Digimarc to distribute or disclose any source code or data, or that permits reverse engineering or replacement of the Software.

5. Trademarks.

You must not create any branding for products or services that utilize the Services or Software that is similar to any Digimarc trademark, whether registered or not. Any goodwill arising out of or relating to your use of any our trademarks, whether registered or not, will inure to our sole benefit.

6. Fees and Payment.

Fees and Payment. Your use of the Services and Software may be subject to stated fees, and you agree to pay those fees, including associated taxes. Invoices are payable within 30 days of invoice date. Overdue amounts will bear interest at 1% per month or the maximum rate allowed under applicable law. You are responsible for all related collection costs and expenses.

Fee Changes. We may implement new fees or revise current fees at any time without prior notice or liability to you. If you disagree with any new or revised fees, you must cease using the Services or Software subject to those fees immediately.

7. Term and Termination.

Term. These terms will remain in effect until terminated by us or you.

Termination by Us. Unless stated in Additional Terms, we may, at any time, terminate your right to use and access the Services or Software, including if: (a) you breach any provision of these terms; (b) you fail to timely pay any fees for the Software or the Services; (c) we elect to discontinue the Services or Software, in whole or in part; or (d) there has been an extended period of inactivity on your account.

Termination by You. You may cease using the Services and Software at any time.

Survival. On termination of these terms, any licenses you have granted us, your indemnification obligations, our warranty disclaimers and limitations of liability, and the dispute resolution provisions will survive. On termination of the Services, some or all of the Software may cease to operate without prior notice. Termination of these terms will not relieve you of your obligation to pay any outstanding fees.

8. Investigations.

We may investigate any potential violation of these terms. If we determine that your use of any Services or Software may have resulted in any criminal activity, we may refer the matter to appropriate law enforcement, and comply with any investigation of the matter, including by providing any of your information to law enforcement in connection with an investigation.

9. Indemnity.

To the extent permitted by applicable law, you, or if you represent a business, the business you represent, agree to indemnify and hold harmless Digimarc and its affiliates, officers, employees, and agents from any claim, suit, or action arising from or relating to your use of any Services or Software, your content, your use of content, or your violation of these terms, including liability and expenses arising from claims, losses, damages, suits, judgment, litigation costs, and attorneys’ fees.

10. Warranties.

You represent and warrant to us that: (a) you will not use the Software in connection with any code, data, or other materials that are subject to a license that imposes obligations on us to distribute or disclose any source code or data, or that permits reverse engineering or replacement of portions of the Software; and (b) you will comply with all applicable laws and regulations.

11. Disclaimer of Warranties.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND SOFTWARE IS PROVIDED “AS IS” AND “AS PROVIDED” WITHOUT WARRANTY OF ANY KIND. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM AND EXCLUDE ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING ALL WARRANTIES WHICH, BUT FOR THIS PROVISION, MIGHT ARISE FROM COURSE OF DEALING, CUSTOM, OR TRADE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12. Limitation of Liability

WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, ARISING FROM OR RELATING TO YOUR USE OF ANY SERVICES OR SOFTWARE, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF THE AMOUNTS PAID BY YOU FOR YOUR USE OF THE SERVICES OR SOFTWARE GIVING RISE TO THE CLAIM IN THE 12 PRECEDING MONTHS OR US$100.00.

THE LIMITATIONS AND EXCLUSIONS OF THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. Miscellaneous.

Governing Law; Forum. These terms and any dispute arising under or relating to these terms are governed by the laws of the State of Oregon, USA, excluding its conflict of law provisions. All claims arising out of or relating to these terms must be litigated exclusively in the state or federal courts of the State of Oregon, USA, and you consent to the personal jurisdiction of those courts.

Relationship. We are independent contractors. These terms do not create any agency, partner, employee, or joint venture relationship between us.

Severability. If any provision of these terms is deemed unenforceable, it will not affect the rest of these terms.

Waiver. Our failure to enforce any provision of these terms does not waive our right to enforce that provision.

Headings. Section headings are for reference only and must not be used to interpret these terms.

No Third Party Beneficiaries. No person or other entity is a third party beneficiary of these terms.

Assignment. You may not assign or otherwise transfer these terms or your rights and obligations under these terms without our written consent. If you attempt to do so without our consent, your attempt will be void. We may transfer our rights and obligations under these terms to any third party.

No Competitive Use. You must not use any of the Services, Software, or Confidential Information to develop any software or services that compete with us.

Entire Agreement. These terms supersede all proposals, oral or written, and all negotiations, conversations, and discussions between us relating to the subject matter of these terms.

Revision. We may revise these terms or any Additional Terms that apply to a Service or Software from time to time. You should review these terms regularly. By continuing to use or access the Services or Software after the revised terms come into effect, you agree to be bound by the revised terms.

Government Licensee. If use of any Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government’s rights in the Software, including its rights to use, modify, reproduce, release, perform, display, or disclose the Software, is subject to the commercial license rights and restrictions provided in these terms.

The Services and Software are provided by Digimarc Corporation, having its principal place of business at 9405 SW Gemini Drive, Beaverton, Oregon 97008, USA. If you have any questions or complaints regarding use of the Services and Software, please contact Digimarc at +1 800 DIGIMARC (344 4627) ext. 4704 or helpdesk@digimarc.com.

DIGIMARC BARCODE MANAGER TERMS AND CONDITIONS

Last Updated: November 13, 2019

Your use of the Digimarc Barcode Manager is subject to these Additional Terms (the “Agreement”), which incorporate the Digimarc General Terms of Use located at https://www.digimarc.com/products/terms-and-conditions (the “Terms of Use”). Capitalized terms not defined in this Agreement have the same meaning as defined in the Terms of Use. In case of conflict between this Agreement and the Terms of Use, this Agreement will control.

This Agreement is between Digimarc Corporation (“Digimarc”) and you. This Agreement governs your access to and use of the Digimarc Barcode Manager (“Services”) and Software, as defined below.

1. Definitions.

“Digimarc Barcode” means a Digimarc data carrier containing a Digimarc-provided identifier.

“Documentation” means the documentation made available to you on the Digimarc Barcode Manager.

“Mobile Device” means a wireless consumer device.

“Resolver Service” means a Digimarc network service for delivering URLs to Mobile Devices that read Digimarc Barcodes and one-dimensional barcodes using Digimarc software.

“Software” means downloadable software made available to you on the Digimarc Barcode Manager for enhancing digital media with Digimarc Barcodes.

“Web API” means the Digimarc Barcode Manager Web API.

“URL” means a URL associated with a Digimarc Barcode on the Digimarc Barcode Manager.

2. Licenses and Terms of Use.

Digimarc Barcode Manager. Digimarc hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access the Digimarc Barcode Manager to create and manage Digimarc Barcodes and to enhance images and audio of supported formats with Digimarc Barcodes.

Software. If Digimarc provides you access to any component of the Software through the Digimarc Barcode Manager, Digimarc grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, use internally, reproduce, and distribute internally that component of the Licensed Software to create and manage Digimarc Barcodes, and to enhance images and audio of supported formats with Digimarc Barcodes.

Web API. If Digimarc provides you access to the Web API, Digimarc grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the API to create and manage Digimarc Barcodes, and to enhance images and audio of supported formats with Digimarc Barcodes.

Documentation. Digimarc hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download and use the Documentation.

Account Accessibility. You may configure your Digimarc Barcode Manager account to be accessible by third parties you designate using that third party’s own credentials. You are responsible for use of your Digimarc Barcode Manager account when it is accessed by a third party whom you have allowed to access your account.

Restrictions. You shall not the Services or Software to enhance the following with Digimarc Barcodes: (a) product packaging; (b) apparel or footwear; or (c) banknotes. You shall not enable more than one image file or one audio file with each Digimarc Barcode. You shall not reuse any Digimarc Barcodes. You shall not provide the Software or Documentation to any third party. You shall not refer to Digimarc technology as “digital watermarking.”

3. Resolver Service.

Digimarc will provide the Resolver Service for each Digimarc Barcode you create on the Digimarc Barcode Manager during the period that Digimarc Barcode is active on the Digimarc Barcode Manager.

4. Purchasing.

Auto-Renewal. You may configure Digimarc Barcodes you to automatically renew on their scheduled expiration date. Digimarc will have no liability to you for the automatic renewal of a Digimarc Barcode if you do not disable the automatic renewal of that Digimarc Barcode prior to the renewal date.

One-Click Purchasing. You may configure your Digimarc Barcode Manager account to enable you to purchase Digimarc Barcodes without first accepting a purchase confirmation. Digimarc will have no liability to you for any erroneous Digimarc Barcode purchase you make.

5. Effect of Termination.

On termination of this Agreement, your rights to use the Services, Software, and Documentation will terminate, and you shall cease using and destroy all instances of the Services, Software, and Documentation in your possession or control. Termination will not result in any refund or waiver of fees paid or accrued prior to termination.   DIGIMARC BARCODE CENTRAL TERMS AND CONDITIONS

DIGIMARC BARCODE CENTRAL TERMS AND CONDITIONS

Last Updated: November 13, 2019

Your use of Digimarc Barcode Central is subject to these Additional Terms (the “Agreement”), which incorporate the Digimarc General Terms of Use located at https://www.digimarc.com/products/terms-and-conditions (the “Terms of Use”). Capitalized terms not defined in this Agreement have the same meaning as defined in the Terms of Use. In case of conflict between this Agreement and the Terms of Use, this Agreement will control.

This Agreement is between Digimarc Corporation (“Digimarc”) and you. This Agreement governs your access to and use of Digimarc Barcode Central (“Services”) and Software, as defined below.

1. Definitions.

“Controller” has the meaning set forth in the Data Protection Laws.

“Data Subject” has the meaning set forth in the Data Protection Laws.

“Data Subject Access Request” means a request received from a Data Subject to exercise the right of access, rectification, restrict or object to Processing, erasure, data portability, or right not to be subject to automated decision-making.

“Data Protection Laws” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and any other laws of the European Union, the European Economic Area and their member states, Switzerland, and the United Kingdom applicable to the Processing of Personal Data under this Agreement.

“Digimarc Barcode” means a Digimarc data carrier containing a GTIN and optional additional data.

“Documentation” means the documentation made available to you on Digimarc Barcode Central.

“GTIN” means GS1 Global Trade Item Number.

“Instruction” means the written instructions issued by Digimarc to you to perform a specific action with regard to Personal Data.

“Mobile Device” means a wireless consumer device.

“Personal Data” has the meaning set forth in the Data Protection Laws.

“Process” has the meaning set forth in the Data Protection Laws.

“Processing” has the meaning set forth in the Data Protection Laws.

“Processor” means an entity that Processes Personal Data on behalf of a Controller.

“Resolver Service” means a Digimarc network service for delivering URLs to Mobile Devices that read Digimarc Barcodes and one-dimensional barcodes.

“Security Incident” means the unlawful or accidental destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, transmitted, stored, or otherwise processed by you.

“Software” means downloadable software made available to you on Digimarc Barcode Central for enhancing product packaging artwork with Digimarc Barcodes.

“URL” means a URL associated with a Digimarc Barcode on Digimarc Barcode Central.

2. Licenses and Terms of Use.

Digimarc Barcode Central. Digimarc hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access Digimarc Barcode Central to create and manage Digimarc Barcodes.

Software. If Digimarc provides you access to any component of the Licensed Software through Digimarc Barcode Central, Digimarc grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, use internally, reproduce, and distribute internally that component of the Licensed Software to create and manage Digimarc Barcodes, and to enhance product packaging artwork with Digimarc Barcodes.

Documentation. Digimarc hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download and use the Documentation.

Account Accessibility. You may configure your Digimarc Barcode Central account to be accessible by third parties you designate using that third party’s own credentials. You are responsible for use of your Digimarc Barcode Central account when it is accessed by a third party whom you have allowed to access your account.

Restrictions. You shall not the Software to enhance the following with Digimarc Barcodes: (a) apparel or footwear; or (b) banknotes. You shall not provide the Software or Documentation to any third party. You shall not refer to Digimarc technology as “digital watermarking.”

3. Resolver Service.

Digimarc will provide the Resolver Service for each Digimarc Barcode you create on Digimarc Barcode Central during the period that Digimarc Barcode is active on Digimarc Barcode Central.

4. Telemetry Service.

Telemetry Service. Digimarc may provide you information concerning Digimarc Barcode enhancement performed by third parties on your behalf using the Services and Software (“Telemetry Data”). Telemetry Data may include the name and email address of third party individuals performing Digimarc Barcode enhancement on your behalf (“Personal Data”). Digimarc is operating as a Controller and you are operating as a Processor with respect to Personal Data provided by Digimarc to you.

Personal Data Processing. You shall only Process Personal Data to audit Digimarc Barcode enhancement actions undertaken by third parties on your behalf using the Services and Software and in accordance with all applicable laws and regulations. You are responsible your Processing of Personal Data. You shall comply with all Instructions provided by Digimarc to you in connection with your Processing of Personal Data. You shall maintain records of your Personal Data Processing activities in accordance with applicable laws and regulations.

Personal Data Security. You shall maintain appropriate technical and organizational measures for the protection of the security, confidentiality, and integrity of Personal Data, including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss, or alteration or damage, unauthorized disclosure of, or access to, Personal Data. You shall provide Digimarc a description of those technical and organizational measures on Digimarc’s request. If you discover a Security Incident involving Personal Data, you shall notify Digimarc of that Security Incident with 12 hours and fully cooperate with Digimarc, at your own expense, to remediate that Security Incident.

Personal Data Disclosure. You shall not disclose Personal Data to any third party without Digimarc’s prior written consent, which Digimarc may provide in its sole discretion. If you disclose Personal Data to a third party, you shall impose on that third party contractual duties with respect to Personal Data consistent with those imposed by Digimarc on you in this Agreement. You are responsible and liable for all third parties to whom you provide Personal Data. You shall not transfer Personal Data from one country to another without Digimarc’s prior written consent, which Digimarc may provide in its sole discretion. If Digimarc consents to your transfer of Personal Data to another country, you may transfer Personal Data to that country in accordance with all applicable laws and regulations.

Data Subject Access Request. You shall promptly notify Digimarc of any Data Subject Access Request concerning Personal Data.

Personal Data Destruction. On the sooner of termination of this Agreement or Digimarc’s notice to you, you shall destroy all Personal Data.

5. Representation and Warranty.

You represent and warrant to Digimarc that you have sufficient rights to all GTINs and other identifiers used with Digimarc Barcodes.

6. Purchasing.

Auto-Renewal. You may configure Digimarc Barcodes to automatically renew on their scheduled expiration date. Digimarc will have no liability to you for the automatic renewal of a Digimarc Barcode if you do not disable the automatic renewal of that Digimarc Barcode prior to the renewal date.

One-Click Purchasing. You may configure your Barcode Central account to enable you to purchase Digimarc Barcodes without first accepting a purchase confirmation. Digimarc will have no liability to you for any erroneous Digimarc Barcode purchase you make.

7. Effect of Termination.

On termination of this Agreement, your rights to use the Services, Software, and Documentation will terminate, and you shall cease using and destroy all instances of the Services, Software, and Documentation in your possession or control. Termination will not result in any refund or waiver of fees paid or accrued prior to termination.

DIGIMARC CUSTOMER PORTAL TERMS AND CONDITIONS

Last Updated: June 17, 2018

Your use of the Digimarc Customer Portal is subject to these Additional Terms (the “Agreement”), which incorporate the Digimarc General Terms of Use located at https://www.digimarc.com/products/terms-and-conditions (the “Terms of Use”). Capitalized terms not defined in this Agreement have the same meaning as defined in the Terms of Use. In case of conflict between this Agreement and the Terms of Use, this Agreement will control.

This Agreement is between Digimarc Corporation (“Digimarc”) and you. This Agreement governs your access to and use of the Digimarc Customer Portal (“Services”).

1. Invitation Only.

Access to and use of the Services is by invitation only. If you have not been invited to use the Services by Digimarc or another member of your business that Digimarc has authorized to extend invitations to use the Services, you may not use the Services. You may only use those portion of the Services that you are invited to use. Invitations are for your benefit only and may not be shared with or forwarded to anyone else.

2. Inspection.

If Digimarc provides you product packaging artwork files enhanced with Digimarc Barcodes, you agree to inspect those files prior to printing to ensure they meet your specifications. Digimarc is not liable for changes to those files made by you or for changes introduced during printing of those files, including additional or conflicting Global Trade Item Number or other data in elements, separations, plates, or any other components of those files.

DIGIMARC PARTNER PORTAL TERMS OF SERVICE

Last Updated: June 17, 2018

Your use of the Digimarc Partner Portal is subject to these Additional Terms (the “Agreement”), which incorporate the Digimarc General Terms of Use located at https://www.digimarc.com/products/terms-and-conditions (the “Terms of Use”). Capitalized terms not defined in this Agreement have the same meaning as defined in the Terms of Use. In case of conflict between this Agreement and the Terms of Use, this Agreement will control.

This Agreement is between Digimarc Corporation (“Digimarc”) and you. This Agreement governs your access to and use of the Digimarc Partner Portal (“Services”).

1. Invitation Only.

Access to and use of the Services is by invitation only. If you have not been invited to use the Services by Digimarc or another member of your business that Digimarc has authorized to extend invitations to use the Services, you may not use the Services. You may only use those portion of the Services that you are invited to use. Invitations are for your benefit only and may not be shared with or forwarded to anyone else.

2. Inspection.

If Digimarc provides you product packaging artwork files enhanced with Digimarc Barcodes, you agree to inspect those files prior to printing to ensure they meet your specifications. Digimarc is not liable for changes to those files made by you or for changes introduced during printing of those files, including additional or conflicting Global Trade Item Number or other data in elements, separations, plates, or any other components of those files.

3. Materials.

Materials provided to you by Digimarc in connection with your use of the Partner Portal (“Partner Materials”) may be used for your business purposes only. If any Partner Materials are marked as confidential or reasonably understood to be confidential, you may only use those Partner Materials internally and may not provide those Partner Materials to any third party. Digimarc retains ownership of all Partner Materials. You agree not to modify any Partner Materials unless directed to do so by Digimarc, including by removing any proprietary markings on those Partner Materials. Digimarc reserves the right to require you to return or destroy Partner Materials at any time for any reason, and you agree to do so on Digimarc’s request.

DIGIMARC BARCODE FOR DIGITAL IMAGES SUBSCRIPTION AGREEMENT

Last Updated: November 13, 2019

Your use of Digimarc Barcode for Digital Images is subject to these Additional Terms (the “Agreement”), which incorporate the Digimarc General Terms of Use located at https://www.digimarc.com/products/terms-and-conditions (the “Terms of Use”). Capitalized terms not defined in this Agreement have the same meaning as defined in the Terms of Use. In case of conflict between this Agreement and the Terms of Use, this Agreement will control.

This Agreement is between Digimarc Corporation (“Digimarc”) and you. This Agreement governs your access to and use of the Digimarc Barcode for Digital Images Portal (“Services”) and Software.

1. Definitions.

“Basic Subscription” means a subscription to Digimarc Barcode for Digital Images Basic.

“Digimarc Barcode for Digital Images Subscription” means a Basic Subscription or Professional Subscription.

“Digimarc Barcode for Digital Images Watermark” means a Digimarc digital watermark containing at least a Digimarc ID and which also may contain Image Attributes.

“Digimarc ID” means a unique code licensed by Digimarc that is necessary to embed Digimarc Barcode for Digital Images Watermarks into images.

“Documentation” means the documentation made available to you on the Digimarc Barcode for Digital Images Portal.

“Image Attributes” means (a) one of Copyright Year(s), Image ID, or Transaction ID; and (b) any or all of Restricted Use, Do Not Copy, and Adult Content.

“Image ID” means a unique identifier that can be associated with a Watermarked Image.

“Professional Subscription” means a subscription to Digimarc Barcode for Digital Images Professional.

“Software” means the Digimarc Barcode for Digital Images Photoshop Plug-In.

“Subscriber Image” means a digital still image owned or licensed by you.

“Transaction ID” means a unique identifier for a transaction that can be associated with a Watermarked Image.

“Watermarked Image” means an image that has been embedded with a Digimarc Barcode for Digital Images Watermark.

“Watermarked Subscriber Image” means a Subscriber Image that has been embedded with a Digimarc Barcode for Digital Images Watermark.

2. Scope; Individual Use Only.

Scope. This Agreement covers Basic Subscriptions and Professional Subscriptions only. If you have a Digimarc Barcode for Digimarc Images Enterprise subscription, this Agreement does not apply to you.

Individual Use Only. You shall only use the Embedding Software and the Services for your own benefit and not on behalf of any other person or entity. You shall only use images in connection with the Embedding Software that are owned by or licensed to you for your personal use.

3. Subscription, Licenses, and Terms of Use.

Subscription. Each Digimarc Barcode for Digital Images Subscription is valid for one year from its date of purchase and will automatically renew for additional one-year periods until canceled. You may cancel your Digimarc Barcode for Digital Images Subscription at any time, and that cancellation will take effect at the end of your then-current one-year subscription period. You must cancel your subscription before it renews to avoid owing additional fees.

Software. You may use the Software to embed Digimarc Barcode for Digital Images Watermarks in Subscriber Images, subject to the image embedding limitation corresponding to your Digimarc Barcode for Digital Images Subscription. Your use of the Software is subject to the terms of this Agreement and the terms accompanying the Software, which are incorporated in this Agreement by this reference. Any conflict between the terms accompanying the Software and the terms of this Agreement will be resolved in favor of the terms accompanying the Software.

Search and Report Service. If you have a Professional Subscription, Digimarc will: (a) provide you an image tracking service that searches public websites for Watermarked Subscriber Images; and (b) provide you access to the Digimarc Barcode for Digital Images Portal, which will provide you information on where Watermarked Subscriber Images are located (the “Search and Report Service”). You grant Digimarc a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, non-sublicensable license to store, use, copy, and distribute thumbnails of Watermarked Subscriber Images, solely to generate image tracking reports for you.

Digimarc ID License. Digimarc hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Digimarc ID assigned by Digimarc to you, solely in connection with embedding Digimarc Barcode for Digital Images Watermarks into Subscriber Images using the Software for use with the Services. Each Digimarc Barcode for Digital Images Watermark embedded by you may contain Image Attributes. You shall not embed your Digimarc ID into images using any third party embedding service. You shall not use your Digimarc ID inappropriately, including to falsely represent image ownership or copyrights.

Documentation. Digimarc hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download and use the Documentation.

Restrictions. You shall not provide the Software or Documentation to any third party.

4. Fee Modification.

Digimarc may modify fees for Digimarc Barcode for Digital Images Subscriptions, and those modified fees will take effect at the beginning of your next subscription period. If you do not agree with any modified fees, you should not renew your Digimarc Barcode for Digital Images Subscription.

5. Termination.

Termination by Digimarc. Digimarc may terminate this Agreement on notice to you for your material breach of this Agreement, including your non-payment of fees, your use of your Digimarc Barcode for Digital Images Subscription for the benefit of any other person or entity, your use of images in connection with the Software that are not owned by or licensed to you for your personal use, or your violation of the image embedding limitation corresponding to your Digimarc Barcode for Digital Images Subscription.

Effect of Termination. On termination of this Agreement, your rights to use the Services, Software, and Documentation will terminate, and you shall cease using and destroy all instances of the Services, Software, and Documentation in your possession or control. Termination will not result in any refund or waiver of fees paid or accrued prior to termination.  

DIGIMARC SOFTWARE EVALUATION LICENSE AGREEMENT

Last Updated: November 13, 2019

Your use of the Evaluation Software is subject to these Additional Terms (the “Agreement”), which incorporates the Digimarc General Terms of Use located at https://www.digimarc.com/products/terms-and-conditions (the “Terms of Use”). Capitalized terms not defined in this Agreement have the same meaning as defined in the Terms of Use. In case of conflict between this Agreement and the Terms of Use, this Agreement will control.

This Agreement is between Digimarc Corporation (“Digimarc”) and you. This Agreement governs your access to and use of the Evaluation Software made available to you under this Agreement.

1. Definitions.

“Commencement Date” means the date you are provided access to Evaluation Software.

“Evaluation Software” means downloadable software made available to you under this Agreement.

“Evaluation Term” means the period from the Commencement Date until your license to the Evaluation Software terminates, as described below.

“License Key” means a key that Digimarc may provide you to activate and use the Evaluation Software under this Agreement.

2. License and Terms of Use.

Evaluation Software. During the Evaluation Term, Digimarc hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, use internally, reproduce, and distribute internally the Evaluation Software for your internal, non-commercial evaluation.

Evaluation Term. The Evaluation Term will terminate on the soonest of Digimarc’s revocation of your license to the Evaluation Software, the invalidation of the License Key provided to you to activate and usethe Evaluation Software, or termination of this Agreement.

Restrictions. You shall not distribute the Evaluation Software to any third party, or distribute or otherwise use commercially any product of or output from the Evaluation Software.

3. Effect of Termination.

On termination of this Agreement, your right to use the Evaluation Software will terminate, and you shall cease using and destroy all instances of the Evaluation Software in your possession or control.

DATA PROCESSING AGREEMENT

Your provision of Customer Data to Digimarc in connection with your use of the Services is subject to this Data Processing Agreement (the “Data Processing Agreement”), which incorporates the Digimarc General Terms of Use located at https://www.digimarc.com/products/terms-and-conditions (the “Terms of Use”). Capitalized terms not defined in this Data Processing Agreement have the same meaning as defined in the Terms of Use. In case of conflict between this Data Processing Agreement and the Terms of Use, this Data Processing Agreement will control.

This Agreement is between Digimarc Corporation (“Digimarc”) and you. This Data Processing Agreement governs Customer Data provided by you to Digimarc in connection with your use of the Services and Software.

1. Definitions.

“Controller” has the meaning set forth in the Data Protection Laws.

“Customer Data” means Personal Data provided to Digimarc by you in connection with your use of the Services or Software.

“Data Protection Laws” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR”), and any other laws of the European Union, the European Economic Area and their member states, Switzerland, and the United Kingdom applicable to the Processing of Personal Data under the Agreement.

“Data Subject” has the meaning set forth in the Data Protection Laws.

“Data Subject Access Request” means a request received from a Data Subject to exercise the right of access, rectification, restrict or object to Processing, erasure, data portability, or right not to be subject to automated decision-making.

“Instruction” means the written instructions issued by you to Digimarc to perform a specific action with regard to Customer Data.

“Model Clauses” means the Model Clauses (Processors) in the Annex to the European Commission Decision of February 5, 2010.

“Personal Data” has the meaning set forth in the Data Protection Laws.

“Process” has the meaning set forth in the Data Protection Laws.

“Processing” has the meaning set forth in the Data Protection Laws.

“Processor” means an entity that Processes Personal Data on behalf of a Controller.

“Security Incident” means the unlawful or accidental destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, transmitted, stored, or otherwise processed by Digimarc or its Sub-processors of which Digimarc becomes aware.

“Sub-processor” means an entity which Processes Customer Data on behalf of Digimarc.

“Supervisory Authority” means an independent public authority which is established by an European Union member state pursuant to the GDPR.

2. Relationship, Scope, and Your Responsibility.

Relationship. With regard to the Processing of Personal Data, you are a Controller and Digimarc is a Processor.

Scope. Data Subjects affected by Processing under the Terms of Use are Data Subjects whose information is shared with Digimarc for Digimarc’s provision of the Services and Software. You are solely responsible for the lawfulness of the Processing of Personal Data on their behalf.

Your Responsibility. You represent and warrant to Digimarc that it is legally allowed to engage Digimarc for the Processing of Personal Data on your behalf and has provided all necessary notices and obtained all required consents that meet the standard set forth in the Data Protection Laws from Data Subjects for the Processing described in this Data Processing Agreement and the Terms of Use.

3. Instructions and Exceptions.

Instructions. Your Instructions for the Processing of Customer Data must comply with the Data Protection Laws and all other applicable laws. Digimarc shall only process Personal Data on your behalf of and in accordance you’re your Instructions. You hereby instruct Digimarc to Process Customer Data: (a) to provide the Services and Software, and (b) to maintain, analyze, and improve the Services and Software.

Exceptions. Digimarc is under no obligation to comply with Instructions that Digimarc deems as violating the Data Protection Laws or other applicable laws. Processing outside of the scope of this Data Processing Agreement and the Terms of Use requires prior written agreement between you and Digimarc. If Digimarc cannot comply with the Instructions in this section, Digimarc shall notify you and Digimarc may terminate the Terms of Use or take any other reasonable action.

4. Security.

Digimarc shall take reasonable steps to maintain appropriate organizational and technical security measures for the protection of Customer Data, including personnel, facilities, software, access controls, and vulnerability management, to protect against the unauthorized or accidental loss, and unauthorized alteration, disclosure, or destruction of Customer Data, as further described in Addendum 1 to this Data Processing Agreement. Digimarc shall not materially decrease the security of its Services and Software during the term of this Data Processing Agreement.

5. Sub-processors.

Authorization. Digimarc may use Sub-processors to carry out its obligations under the Terms of Use. To the extent required under Article 28 of the GDPR, Digimarc (a) is liable to you for the acts and omissions of Sub-processors as if performing the services of each Sub-processor directly under this Data Processing Agreement, where those Sub-processors act according to the instructions of Digimarc; and (b) will enter into contractual agreements with Sub-processors requiring them to provide the same level of protection as required under this Data Processing Agreement. When applicable, this section also applies to the parties’ obligations under Section 11 of the Model Clauses.

Current List. Digimarc currently uses the following Sub-processors: Amazon Web Services Inc. and Microsoft Corporation. Digimarc may update its list of Sub-processors by providing you written notice of that update.

Objections. If you object to Digimarc’s change of Sub-processors, you shall notify Digimarc promptly in writing within five days of receiving notice of the updated Sub-processor list. If you have a reasonable objection to a new Sub-processor, Digimarc shall either: (a) make reasonable efforts to make available to you a commercially-reasonable change to Licensee’s configuration; or (b) recommend a change to avoid using the new Sub-processor or suggest another use of the Services and Software to avoid using the objected-to new Sub-processor. Notwithstanding the foregoing, if Digimarc determines either change is not reasonably practicable, Digimarc shall notify you, and you may cease using the Services and Software.

Copies. If Digimarc is required to share copies of the Sub-processor Agreements under the Data Protection Laws or, if applicable, under Section 5(j) of the Model Clauses, Digimarc may remove any commercial terms before providing those Sub-processor Agreements.

6. Data Subject Access Requests.

If Digimarc receives a valid Data Subject Access Request, Digimarc shall notify you of that Data Subject Access Request promptly, if permitted by applicable law. Digimarc shall not respond to any Data Subject Access Request other than to confirm that it corresponds to you. Taking into account the nature of the Processing, and to the extent legally permitted, Digimarc will provide you commercially reasonable assistance, using appropriate organizational and technical measures, to fulfill your obligation to respond to that Data Subject Access Request under the Data Protection Laws to the extent that you do not otherwise have the ability to respond to that Data Subject Access Request through its use of the Services or Software. When legally permitted, you shall reimburse Digimarc for all costs related to Digimarc’s provision of those services.

7. Incident Management and Your Security Obligations.

Digimarc has reasonable and appropriate security incident management policies and procedures and shall notify Licensee promptly after becoming aware of a Security Incident as it relates to Customer Data. Digimarc will reasonably assist Licensee to the extent required to ensure compliance with Licensee’s obligation to notify the Supervisory Authority. Digimarc shall make reasonable efforts to identify the cause of the Security Incident. To the extent that remediation is under Digimarc’s reasonable control, Digimarc shall take steps that it deems necessary and reasonable to remediate the cause of the Security Incident. These obligations do not apply to any Security Incidents that are caused by Licensee or Licensee’s users or to unsuccessful attempts of Security Incidents.

Digimarc’s response to or notification of a Security Incident is not an acknowledgement by Digimarc of any fault or liability with respect to that Security Incident. You are solely responsible for: (a) securing any systems or devices that you use to access the Services or Software; and (b) backing up any Customer Data. Digimarc has no obligation to protect Customer Data that you elects to store outside of Digimarc and its Sub-processors’ systems. You acknowledge that you are solely responsible for evaluating the Services and Software. You agree that taking into account the state of the art, costs, nature, scope, context, and purposes of Processing of the Customer Data and the risks to individuals, the security measures implemented by Digimarc as set out in Section 4 (Security) provide a level of security appropriate to the risk in respect of the Customer Data. You suspect that a potential Security Incident has occurred, you shall notify Digimarc immediately.

8. Audits.

No more than once per year, solely for the purpose of meeting, and to the extent necessary to meet, its audit requirements under Article 28, Section 3(h) of the GDPR or, if applicable, its obligations under Sections 5(f) and 12(2) of the Model Clauses, you may request an audit in writing. At your expense, subject to the confidentiality obligations set forth in the Terms of Use and the appointment of a mutually agreeable third party auditor, Digimarc will make available to you any reasonably necessary information that demonstrates Digimarc’s compliance with its obligations in this Data Processing Agreement or the Model Clauses in the form of third-party certifications and audit results. If you require an on-site audit of the procedures relevant to the protection of Customer Data, you shall request that audit as follows:

(a) The audit must be requested with at least one month’s prior notice and include a detailed audit plan that describes the proposed scope, duration, reimbursement rates, and start date of the audit, which the parties must mutually agree to prior to the commencement of the audit. Audit requests must be sent to privacy@digimarc.com.

(b) The auditor must execute a written confidentiality agreement acceptable to Digimarc prior to conducting the audit.

(c) The audit must be conducted during regular business hours, subject to Digimarc policies, and may not unreasonably interfere with Digimarc’s business activities.

(d) You shall reimburse Digimarc for any time expended at Digimarc’s then-current reasonable professional services and support rates.

(e) You shall notify Digimarc immediately of any actual or suspected non-compliance revealed during an audit.

9. Data Transfers.

You acknowledge that Digimarc may, without your prior written consent, transfer Customer Data to foreign jurisdictions, provided the transfer is either: (a) to a country or territory which has been formally recognized by the European Commission as affording the Personal Data an adequate level of protection or (b) otherwise safeguarded by mechanisms, such as Model Clauses or other certification instruments, recognized and approved by the European Commission. The Model Clauses apply and are incorporated herein by reference. The terms in this Data Processing Agreement set out the parties’ interpretation of their respective obligations under the specific clauses of the Model Clauses identified in this Data Processing Agreement. As permitted by Clause 10 of the Model Clauses, the purpose of the interpretations is to enable the parties to fulfil their obligations in practice. Where a party complies with the interpretations set out in this Data Processing Agreement, that party shall be deemed by the other party to have complied with its commitments under the Model Clauses. In the event that there is a conflict between the terms herein and the Model Clauses, the terms in the Model Clauses shall prevail.

10. Return and Deletion of Data.

On termination of your use of the Services and Software, Digimarc will delete or return Customer Data to you unless otherwise required by or permitted under applicable law. Digimarc will provide certification of deletion upon receipt of a written request by your for its obligations under this Data Processing Agreement and, if applicable, as required under Section 12(1) of the Model Clauses.

11. Liability.

DIGIMARC’S LIABILITY ARISING OUT OF OR RELATED TO THIS DATA PROCESSING AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, IS SUBJECT TO THE LIMITATION OF LIABILITY TERMS IN THE TERMS OF USE, AND ANY REFERENCE IN THAT SECTION TO THE LIABILITY OF A PARTY MEANS THE AGGREGATE LIABILITY OF THAT PARTY UNDER THE TERMS OF USE AND THIS DATA PROCESSING AGREEMENT.

12. Third Party Controllers.

If the Data Protection Laws apply to the Processing of Customer Data and you are a Processor, you represent and warrant to Digimarc that your instructions and actions with respect to that Customer Data, including your appointment of Digimarc as another Processor, have been authorized by the relevant Controller.

ADDENDUM 1 TO DATA PROCESSING AGREEMENT

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) of the Model Clauses:

This document describes technical and organizational security measures and controls implemented by Digimarc to protect personal data and ensure the ongoing confidentiality, integrity and availability of Digimarc’s services and software, forming Appendix 2 of the Model Clauses.

Digimarc maintains the following technical and organizational security measures to protect personal data.

Physical Access Controls

External and internal building access restrictions limiting access to employees and authorized contractors who have undergone background reviews, enforced by a HID proximity security reader system with access logging.

Further physical access restrictions limiting access to rooms containing sensitive equipment and data, such as the data center.

Computer policy settings enforcing a strict computer auto-lock policy to further mitigate the risk of unauthorized physical access to workstations located inside or outside of Digimarc’s premises.

Systems that ensure the environmental security of data centers by guarding against environmental hazards such as heat, fire, and water damage.

Operational Controls

Information systems and security policies that are regularly reviewed and updated.

Logical access controls that are designed to manage electronic access to data and system functionality based on authority levels and job functions (e.g. granting access on a need-to-know and least-privileged basis, use of unique IDs and passwords for all users, periodic review of established controls, and revocation of access rights or modification of access controls upon employee termination or reassignment).

Password controls that enforce password strength and usage restrictions including the prohibition of password sharing between users.

Change management procedures and tracking mechanisms that are designed to test, monitor, and approve changes to Digimarc technology and information systems.

Business continuity and disaster recovery policies and procedures that are designed to maintain service or recover from emergency situations and disasters.

Consistent patch management schedules and procedures for ensuring system updates are performed in a timely manner.

Data Protection

Use of cryptographic transport protocols such as TLS to protect information transmitted over public networks in the course of communication with Digimarc applications.

Data security controls which include logical segregation of data, restricted (e.g. role-based) access and monitoring and, where applicable, utilization of commercially available and industry-standard encryption technologies.

Operational procedures and controls that provide for configuration, monitoring, and maintenance of technology and information systems according to prescribed internal standards and adopted industry standards, including secure disposal of systems and media to render all information or data contained therein as undecipherable or unrecoverable prior to final disposal or release from Digimarc possession.

Endpoint Protection

Anti-virus and anti-malware protections on all user devices containing company data.

Data encryption technologies, e.g., Bitlocker or FileVault, to prevent unauthorized access to, and ensure confidentiality and integrity of, company data contained on any user device.

Intrusion Prevention and Detection

At the network edge, stateful firewalls, web application firewalls, and DDoS protection. Within the internal network, a multi-tiered application model which enables the application of security controls between each layer.

Network security controls that provide for the use of enterprise firewalls and layered DMZ architectures, and intrusion detection systems and other traffic and event correlation procedures designed to protect systems from intrusion and limit the scope of any successful attack.

Risk Assessment

Audit and risk assessment procedures, including periodic review and assessment of risks to the Digimarc organization, monitoring and maintaining compliance with Digimarc policies and procedures, and reporting the condition of its information security and compliance to senior management.

Periodic vulnerability scanning of sensitive systems from both internal and external vectors. Reporting and review of findings will be conducted and remediation plans put in place for any notable vulnerabilities.

OPEN SOURCE SOFTWARE

The Digimarc Barcode Manager uses the following open source software:

ANTLRv3 – Copyright (c) 2010 Terence Parr – BSD 3-Clause

Bootstrap – Copyright (c) 2011-2015 Twitter, Inc. – MIT License

Font Awesome – Copyright (c) 2012-2015 Dave Gandy – MIT License

Howler.js – Copyright (c) 2013-2016 James Simpson and GoldFire Studios, Inc. – MIT License

Ionicons – Copyright (c) 2014-2015 Adam D. Bradley – MIT License

jQuery – Copyright (c) 2015 The jQuery Foundation – MIT License

Json.NET – Copyright (c) 2007-2015 James Newton-King – MIT License

Knockout – Copyright (c) 2011-2015 knockoutjs.com – MIT License

Modernizr – Copyright (c) 2009-2015 Modernizr – MIT License

Moment.js – Copyright (c) 2011-2015 Tim Wood, Iskren Chernev, Moment.js contributors – MIT License

Postal for MVC5 – Copyright (c) 2010-2014 Andrew Davey (andrew@equin.co.uk) – MIT License

RazorEngine – Copyright (c) 2011-2015 Matthew Abbott – Apache License, Version 2.0

Respond JS – Copyright (c) 2012 Scott Jehl – MIT License

RestSharp – Copyright 2009-2015 Josh Sheehan – Apache License, Version 2.0

StackExchange.Redis – Copyright (c) 2014 Stack Exchange – MIT License

Toastr – Copyright (c) 2012-2014 Hans Fjällemark, John Papa & Tim Ferrell – MIT License

Typeahead.js – Copyright (c) 2013-2014 Twitter, Inc. – MIT License

underscore.js – Copyright (c) 2009-2015 Jeremy Ashkenas, DocumentCloud and Investigative Reporters & Editors – MIT License

WebActivator – Copyright (c) 2009-2014 David Ebbo – Apache License, Version 2.0

BSD 3-Clause License

Copyright (c) , All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.

2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

3. Neither the name of the copyright holder nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

MIT License

Copyright (c)

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Apache License, Version 2.0

Apache License

Version 2.0, January 2004

http://www.apache.org/licenses/

TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

1. Definitions.

“License” shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 9 of this document.

“Licensor” shall mean the copyright owner or entity authorized by the copyright owner that is granting the License.

“Legal Entity” shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

“You” (or “Your”) shall mean an individual or Legal Entity exercising permissions granted by this License.

“Source” form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.

“Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

“Work” shall mean the work of authorship, whether in Source or Object form, made available under the License, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below).

“Derivative Works” shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.

“Contribution” shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as “Not a Contribution.”

“Contributor” shall mean Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

2. Grant of Copyright License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form.

3. Grant of Patent License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed.

4. Redistribution. You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions:

You must give any other recipients of the Work or Derivative Works a copy of this License; and

You must cause any modified files to carry prominent notices stating that You changed the files; and

You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and

If the Work includes a “NOTICE” text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License.

You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License.

5. Submission of Contributions. Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Work by You to the Licensor shall be under the terms and conditions of this License, without any additional terms or conditions. Notwithstanding the above, nothing in this Agreement shall supersede or modify the terms of any separate license agreement you may have executed with Licensor regarding such Contributions.

6. Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file.

7. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this License.

8. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages.

9. Accepting Warranty or Additional Liability. While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability.

END OF TERMS AND CONDITIONS

APPENDIX: HOW TO APPLY THE APACHE LICENSE TO YOUR WORK

To apply the Apache License to your work, attach the following boilerplate notice, with the fields enclosed by brackets “[]” replaced with your own identifying information. (Don’t include the brackets!) The text should be enclosed in the appropriate comment syntax for the file format. We also recommend that a file or class name and description of purpose be included on the same “printed page” as the copyright notice for easier identification within third-party archives.

Copyright [yyyy] [name of copyright owner]

Licensed under the Apache License, Version 2.0 (the “License”); you may not use this file except in compliance with the License.

You may obtain a copy of the License at

http://www.apache.org/licenses/LICENSE-2.0

Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.