gistfile1.txt

CANON SOFTWARE DEVELOPMENT KIT DISTRIBUTION AGREEMENT

ATTENTION: PLEASE READ THIS DOCUMENT. THIS IS AN AGREEMENT BETWEEN YOU, THE DEVELOPER OF SOFTWARE SOLUTIONS ("DEVELOPER"), AND CANON EUROPA N.V., HAVING ITS PLACE OF BUSINESS AT, BOVENKERKERWEG 59-61, 1185 XB, AMSTELVEEN, THE NETHERLANDS, THE OWNER OF THE SOFTWARE, AS HEREINAFTER DEFINED ("CANON").

BY SELECTING THE "ACCEPT" BUTTON AT THE BOTTOM OF THIS AGREEMENT YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND WILL BE ABLE TO DOWNLOAD THE SOFTWARE. IF YOU SELECT "DECLINE", THE SOFTWARE SHALL NOT BE ACCESSIBLE.

WHEREAS, Canon has developed and/or possesses the rights to license certain Software, (as described below), and Developer desires to distribute the Software as part of a software package developed or to be developed or enhanced by Developer ("Developer Software Package");

The license set forth below is given by Canon with respect to the software files and associated on-line or electronic documentation which are downloaded from Canon’s website (“Software”).

NOW, THEREFORE, Developer agrees as follows:

1. LICENSE. Canon grants Developer a non-exclusive, non-transferable license to use the Software in object code format according to the terms and conditions of this Agreement. Title to the Software shall at all times reside in Canon. Developer may not use, reproduce, sublicense, distribute to any third party or dispose of the Software, in whole or in part, other than as permitted under this Agreement. Developer may distribute the Software, in object code format, only as part of the Developer Software Package in Europe without payment of royalty to Canon, provided that Developer abides by the provisions of this Agreement. Developer shall distribute Developer Software Package elsewhere at its sole risk.

2. SUPPORT. Developer is responsible for the decision to use the Software as part of the Developer Software Package and is responsible for the ongoing maintenance and support of the Developer Software Package to its customers. Canon shall not be responsible for: (i) providing any support to Developer for the use and/or maintenance of the Software; (ii) supporting the end-user customers of the Developer Software Package; (iii) correcting any errors or anomalies that may be present in the Software or Developer Software Package.

3. MARKETING AND PROMOTION. Developer shall market the Developer Software Package under its own name and its sole cost and expense. Developer may not use any Canon trademarks, service marks, trade names or logos in any advertising, brochures or promotional materials, unless Developer obtains prior written consent from Canon.

4. INTELLECTUAL PROPERTY RIGHTS. All copyrights and other similar rights in the Software are and shall remain the exclusive property of Canon or of any third party defined by Canon. Developer acknowledges and shall respect the exclusive ownership and rights of Canon and/or other owners in respect of the Software. Developer shall fully indemnify and hold Canon harmless in case it breaches, or allows the breaching of, any intellectual property rights of Canon. Except as expressly granted herein, no license or right, express or implied, is hereby conveyed or granted to Developer for any invention, patent, copyright, know-how, trade secret, or other intellectual property right of Canon or any of its parent or subsidiary corporations.

5. FUTURE RELATIONS. Canon makes no warranties or representations of any kind with respect to (a) the results of Developer's software development work, or (b) the prospects for any business relationship between the parties as a result of this Agreement. Ownership of the Software shall at all times reside in Canon. Nothing in this Agreement shall be deemed to create an agency, franchise, partnership or joint venture relationship between the parties.

6. REVERSE ENGINEERING/MODIFICATION. Save to the extent and in the circumstances expressly permitted by applicable law, Developer shall not disassemble, reverse assemble, reverse compile or otherwise reverse engineer any portion of the Software. Developer shall in no way modify the Software.

7. DISCLAIMER OF WARRANTY AND DAMAGES. THE SOFTWARE IS PROVIDED TO DEVELOPER "AS IS". CANON, ITS SUBSIDIARIES AND RELATED COMPANIES, AND CANON'S INDEPENDENT DISTRIBUTORS MAKE NO WARRANTIES REGARDING THE SOFTWARE, DOCUMENTATION MATERIALS OR MEDIA, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER CANON, ITS SUBSIDIARIES AND RELATED COMPANIES, NOR CANON'S INDEPENDENT DISTRIBUTORS SHALL BE LIABLE FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFIT, DIRECT, INDIRECT OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ON ACCOUNT OF NEGLIGENCE OR OTHERWISE, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR DEVELOPER'S MARKETING OF THE DEVELOPER SOFTWARE PACKAGE.

Developer shall perform the guarantee, which is mandatory in the countries where the Developer Software Package is marketed.

8. INDEMNIFICATION BY DEVELOPER. Developer shall indemnify, defend and hold Canon harmless from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorney's fees) arising out of or in connection with Developer's distribution of the Software as part of the Developer Software Package and Developer shall promptly notify Canon of any such claim. Developer in particular agrees that it shall fully indemnify and hold Canon harmless for any breach of copyright or other intellectual property rights of any third party arising out of the combination between the Software and the other software contained in the Developer Software Package.

9. TERM. The term of this Agreement shall be perpetual unless: (1) Developer breaches any term or condition of this Agreement, or (2) Canon terminates this Agreement in writing. This Agreement shall automatically terminate if Developer enters into liquidation or bankruptcy or any arrangement with or for the benefit of its creditors, or in case of threat of suspension of payments. In case of termination, Developer shall immediately return all copies of the Software to Canon at its expense and Canon shall have the right to enter Developer's premises and recover the Software. In case of termination, Developer shall immediately cease the marketing of the Developer Software Package.

10. CONFIDENTIALITY Developer shall at all times keep this Agreement and the Software confidential and will avoid disclosure to any third party except where required by law.

11. GENERAL. All the terms of the agreement between Canon and Developer are set out in this Agreement and may only be varied by agreement in writing between authorised representatives of Canon and Developer. Developer shall not, without the prior written consent of Canon, assign, sub-let or sub-contract this Agreement or any part thereof. All notices shall be in writing and bear the addresses of the parties to this agreement and shall be dispatched by certified or registered mail, return receipt requested, or by facsimile. Any failure by Canon to enforce or request strict performance by Developer of any of the provisions of this Agreement shall not constitute a waiver thereof and Canon may, at any time, avail itself of the remedies open for any breach of the terms hereof. In the event that any one or more of the provisions of this Agreement is unenforceable, the enforceability of the remaining provisions shall be unimpaired.

12. The construction, validity and performance of this Agreement shall be governed by the Laws of England. The parties further agree, without prejudice to their right to seek interlocutory relief, that any dispute arising out of or in connection with this Agreement including any question regarding its existence, validity or termination, should be referred to and finally resolved as follows: a) if Developer is established in a country belonging to the EEA or Switzerland, the English Courts shall have exclusive jurisdiction; b) if Developer is established in any other country, by binding arbitration under the rules of the International Chamber of Commerce, which rules are deemed to be incorporated by reference into this Agreement. The place of arbitration shall be London, the language of the arbitration shall be English and the arbitration will be before a sole arbitrator appointed in accordance with ICC rules.



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