BitJazz Inc. License Agreements
PhotoJazz Developer License Agreement

Carefully read the following license agreement. By using all or any portion of the PhotoJazz SDK software, you accept and agree to be bound by this license agreement, just as you would for any other written document signed by you. If you do not agree to this license, do not Use the software.

BY USING THIS SOFTWARE YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH SUCH TERMS AND CONDITIONS, DO NOT USE THE SOFTWARE.

This is a contract between you and BitJazz Inc. ("BitJazz"), a California corporation. "You" and "your" refer to any person or entity acquiring or using the SDK under the terms of this License Agreement. Software written by you which works in conjunction with PhotoJazz Products is referred to herein as "your products". "We," "us" and "our" refer to BitJazz Inc.

This License Agreement accompanies the PhotoJazz Software Development Kit ("Software"), related explanatory materials and includes any upgrades, modified versions, updates, additions, and copies of the Software licensed to you by us.

1. Definitions

In this License Agreement,

"Software" means the PhotoJazz™ Software Development Kit, including Sample Code, PhotoJazz Development Software, Documentation, and other items included therein.

"Sample Code" means code and code snippets using the PhotoJazz Development Software that we have included for you to incorporate modified or unmodified into your programs.

"PhotoJazz Development Software" means the interface code to the BitJazz™ shared library which we have included for you to distribute unmodified with your application programs on the same media.

"Documentation" means manuals, tutorials, interface specifications, comments, and other explanatory materials.

"PhotoJazz Products" means collectively SDK, BitJazz Tools and PhotoJazz Development Software.

"Use" means to download, install, access, copy, execute, or otherwise benefit from the Software.

BitJazz Tools means PhotoJazz software application extension modules such as BitJazz, PhotoJazz, PhotoJazz QT, PhotoJazz XT which are not included herein but are available for licensing to the general public, including any modified versions or upgrades thereof.

2. License Grant

We hereby grant you a nonexclusive, nontransferable, royalty-free license to use the Software and Documentation for the purpose of internal development and to incorporate portions or all of the Sample Code into your programs designed to function with BitJazz Tools.

Under this License, you may use, modify or merge the Sample Code with your programs and distribute it only as part of your products. Any modified or merged portion of the Sample Code is subject to this License Agreement. You are required to include BitJazz's copyright notices on your programs that use or include any part of the Software. You may not use BitJazz's name, logo or trademarks to market your products without BitJazz's prior written consent. You may not assign your rights or obligations granted under this License Agreement without BitJazz's prior written consent.

You may use PhotoJazz Development Software only as specified in the enclosed specification, applicable thereto, and distribute it solely with your products on the same media. You may not modify PhotoJazz Development Software. The PhotoJazz Development Software shall be distributed to your customers under the terms of your standard End User License Agreement provided it includes terms which are substantially similar to those applicable to the PhotoJazz Development Software, as described herein.

Your use of BitJazz Tools is subject to licenses or conditions stated on the specific item of BitJazz Tools. You may not include BitJazz Tools or accompanying materials in your products under this License Agreement.

You may use the Software and Documentation solely for the purpose of internal development in order to make your products compatible with PhotoJazz.

You may copy the Software and Documentation for back-up and archival purposes, provided that the original and each copy is kept in your possession and that your installation and use of the Software does not exceed that allowed by this License Grant.

You may not sell, sublicense, rent, loan or lease any of PhotoJazz Products to any third party, or place the Software onto a public or private server or network, including the Internet.

You may not reverse-engineer, decompile or disassemble any of PhotoJazz Products. To the extent that local law grants you the right to decompile the software in order to obtain information necessary to render the Software interoperable with other software, you shall first request us to provide you with the necessary information. We have the right to impose reasonable conditions such as a reasonable fee for doing so. Requests for information can be directed to us at the e-mail address provided below.

3. Proprietary Rights

The Software and Documentation are the intellectual property of BitJazz and are protected by United States copyright and patent law, international treaty provisions, and applicable laws of the country in which it is being used. You agree to protect all copyright and other ownership interests of BitJazz in all items in the Software and Documentation supplied under this License Agreement. You agree that all copies of the items in the Software and Documentation, reproduced for any reason by you, contain the same copyright notices, and other proprietary notices as appropriate, as appear on or in the original items delivered by BitJazz.

BitJazz retains title and ownership of the items in the Software, and all subsequent copies, regardless of the form or media in or on which the original and other copies may exist. Except as stated above, this License Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks or any other rights in respect to the items in the Software.

4. Term and Termination

This license agreement takes effect upon your downloading or acquisition of the Software and remains effective until terminated. You may terminate it at any time by destroying all copies of the Software and Documentation in your possession. This license agreement will automatically terminate if you fail to comply with any of its terms or conditions. You agree on termination of this license to destroy all copies of the Software and Documentation in your possession. Notwithstanding any termination of this License Agreement, the provision of paragraphs 3, 5, 6, 7, 8, 9 and 10 shall survive.

5. Disclaimer of Warranties

BITJAZZ MAKES NO REPRESENTATION TO YOU REGARDING THE ADEQUACY OF THE SOFTWARE AND DOCUMENTATION, WHICH ARE BEING PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. BITJAZZ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS, WITH REGARD TO THE SOFTWARE AND DOCUMENTATION OR ANY RELATED SERVICES.

Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations or exclusions may not apply to you. Nothing contained in this License Agreement shall affect or prejudice your statutory rights. To the extent permissible any implied warranties are limited to ninety (90) days.

BitJazz is under no obligation to provide any support under this License Agreement, including upgrades or future versions of the Software or Documentation, to you, end user, or any other party.

6. Limitation of Liability

Notwithstanding any other provisions of this License Agreement, our liability to you under this License Agreement shall be limited to the lesser of $25 or the amount paid by you for the Software.

IN NO EVENT WILL BITJAZZ BE LIABLE TO YOU FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST SAVINGS, LOSS OF DATA, COSTS, FEES OR EXPENSES OF ANY KIND OR NATURE ARISING OUT OF ANY PROVISION OF THIS LICENSE AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF BITJAZZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY PARTY.

Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, so the above limitations or exclusions may not apply to you. Nothing contained in this License Agreement shall prejudice the statutory rights of any party dealing as a consumer.

7. Indemnification

You agree to indemnify, hold harmless, and defend BitJazz from and against any claims or lawsuits, including attorneys fees, that arise or result from the use or distribution of your products containing or using the Software or Documentation, provided that BitJazz gives you prompt written notice of any such claim, tenders to you the defense or settlement of such a claim at your expense and cooperates with you, at your expense, in defending or settling such claim.

8. Confidentiality

The Software and Documentation contain trade secrets and proprietary know-how that belong to BitJazz and are being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS, DATA, OR STRUCTURE, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE-SECRET RIGHTS.

9. Choice of Law

This License Agreement shall be governed by the laws in force in the State of California in the United States, excluding the application of its conflict of law rules.

10. U.S. Government Regulations

You agree that any of your products that includes Sample Code or PhotoJazz Development Software (i) will include in its license agreement a reference to applicable U.S. Government regulations that control licensing of software, and (ii) will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act.

11. Waiver

None of the provisions of this License Agreement shall be deemed to have been waived by any act or acquiescence on the part of BitJazz, its agents or employees, but only by an instrument in writing signed by an officer of BitJazz.

12. Integration

When conflicting language exists between this License Agreement and any other agreement included in the Software, this License Agreement shall supersede. If either we or you employ attorneys to enforce any rights arising out of or relating to this License Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees. You acknowledge that you have read this License Agreement, understand it, and that it is the complete and exclusive statement of your agreement with us which supersedes any prior agreement, oral or written, between us and you with respect to the licensing to you of the Software. No variation of the terms of this License Agreement will be enforceable against us unless BitJazz gives its express consent, in writing signed by an officer of BitJazz.

Downloading and installing this Software indicates your acceptance of the foregoing agreement. If you choose to decline the foregoing agreement, you should not download or install the software.