IMPORTANT: THIS IS A LEGAL AGREEMENT. By downloading, installing, copying, saving on your computer, or otherwise using this Software (as defined below), You (as defined below) are becoming a party to this agreement and you are accepting and consenting to be bound by all the terms and conditions of this agreement.

Read the terms and conditions of this license agreement (hereafter "Agreement") carefully before using the Software.

If you do not agree to the terms and conditions of this Agreement, then you should not download, install or use the software. If you have already downloaded or installed the software then you should de-install and destroy all copies of the Software in your possession.

1- Parties

"Licensor" means Pixware SARL, a company registered in Versailles (France), RCS B 389 657 867.

"You" or "Licensee" means any individual or legal entity exercising rights, and complying with all of the terms of this Agreement.

2- Definitions

"Software" means the executable code of software package "Qizx Developer", together with all data files and documentation files that are distributed by Licensor to accompany the executable code.

"Application" means a software application developed by Licensee, and including the Software as a component.

3- Grant of License

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive and non-transferable license to embed the Software in Applications developed by Licensee, to modify the Software subject to conditions stated below, and to distribute some parts of the Software.

Title and copyright to the Software, in whole and in part and all copies thereof, are not transferred in any way to Licensee and remain property of Licensor or their suppliers.

The Software is protected by copyright law in France and by international treaty provisions. The structure, organisation, and code embodied in the Software are valuable and confidential trade secrets and are protected by intellectual property laws and treaties. Licensee agrees to abide by the copyright law and all other applicable laws including, but not limited to, export control laws.

3.1- Licensee may:

1. Embed and use the Software as a component in any number of Applications developed by Licensee, provided that such Applications are not likely to directly compete with the Software. Specifically:

   • An Application must not have a purpose closely similar to the Software.
   • An Application must add a significant value to the Software.
   • An Application must not offer a possibility to use the Software independently of itself. In particular it must use the protection mechanism provided by the Licensor (Developer License Key).
   • An Application must not offer a functioning mode such that the Software could be directly used as if it were independent of the Application.

2. Distribute, license and sell an Application without additional fees due to Licensor, subject to all other conditions of this License Agreement.

3. Distribute a copy of the Software's binary libraries, in original or modified form, along with the Application.

   Licensee may not distribute any other part of the Software, in either modified or original form.

4. Use and distribute in place of the Software any product classified by Licensor as an upgrade of the original Software, provided that the upgrade product is published by Licensor within 12 months after the date of the original purchase or such other period as may be agreed in writing between You and Licensor.

5. Modify any part of the Software for which source code is provided.

   However such action frees Licensor from any further technical support to Licensee.

3.2- Licensee must not:

1. Distribute Applications likely to directly compete with the Software (see above).

2. Reverse-engineer, decompile, disassemble, modify, or translate the Software or any portion thereof, or make any attempt to discover the code, data representations or algorithms thereof.

3.3- Specific provisions:

1. Licensor may provide a protection mechanism (Developer License Key) in order to prevent users of an Application of extracting and using the Software independently of an Application.
   Licensee must use this mechanism according to instructions provided by Licensor.

2. In the documentation of the Application, integration of the Software shall be stated, and all proprietary rights notices on the Software shall be reproduced.

3. Full source code of the Software:

   Subject to payment of an additional fee, Licensee may gain access to the full source code of the Software.

   Licensee may modify the source code of the Software and generate object code from the modified source code. However Licensor will not provide technical support for the Software that has been modified.

   Licensee must retain in the source code any copyright notice therein.

   Licensee may not copy, rent, lease, assign or otherwise distribute or part with the source code of the Software.

   Licensee must make all provisions to ensure that source code of the Software shall not be disclosed to unlicensed parties.

4- Limitation of Warranty

The software is delivered "as is", and Licensor does not warrant that the Software will meet Licensee's requirements or that the Software is error-free. Except as specified in this Agreement, Licensor expressly disclaims all warranties, express or implied, with respect to the Software, including, but not limited to, warranties of merchantability, fitness for a particular purpose or non-infringement.

Licensor reserves the right to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.

5- Limitation of Liability

The Software is not designed or licensed for use in on-line control equipment in hazardous environments such as operation of nuclear facilities, aircraft navigation or control, or direct life support machines.

In no event shall Licensor be liable to Licensee or a third party for any lost revenue, profit or data, or for any indirect, special or consequential damages, however caused and regardless of theory of liability, arising out of the use of, or inability to use the Software, even if Licensor has been advised of the possibility of such damages.

Some country jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. In any case, liability for any damages and losses that may arise in connection with the Software or due to any other cause related to the Software is limited to the compensation of only those damages and losses proved and actually arising as an immediate and direct consequence of the reasonable use of Software, for a maximum amount equal to the charges Licensee paid for the Software. By "reasonable use", it is meant in particular that any data stored by Software ought to be saved on backup storage.

Licensor will have no liability for any claim of patent infringement based on code contained within the Software which was not created by Licensor.

6- Termination

This license is effective from the date purchased by Licensee and is perpetual unless terminated by Licensee's election or by breach of this Agreement. Licensee may terminate this license at any time by destroying all copies of the Software, including any documentation. This license will terminate immediately without notice from Licensor if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must destroy all copies of the Software.

7- Entirety

This Agreement is the complete and exclusive statement of agreements between Licensee and Licensor relating to the Software. It supersedes all prior agreements and understandings, and prevails over any conflicting or additional terms of any quote, order, acknowledgement, or similar communication between the parties before or during the term of this Agreement. It may be modified only in writing signed by both parties.

This Agreement is made under, shall be governed by and construed in accordance with the French law. Any disputes arising in relation to this Agreement shall be subject to the exclusive jurisdiction of the French Courts.