Terms of Use

DIGIMARC TERMS OF USE

Last updated: June 17, 2018

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 the Services (collectively, “Software”). By using the Services or Software, you agree to these terms, including any 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, and Syria 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 governs any personal information you provide to us. By using the Services or Software you agree to the terms of the Privacy Policy. Personal information you provide us (including personal data collected from users in the European Union) 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.

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 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.

Google Analytics. We use Google Analytics to track use of the Services. Google’s collection and 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 otherwise 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. 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.

Reverse Engineering. You must not reserve engineer, decompile, redistribute, or modify the Services or 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 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

Unless stated in Additional Terms, 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

Unless stated in Additional Terms, 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

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.

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

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

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

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

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

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.

You must not use any of the Services, Software, or Confidential Information to develop any software or services that compete with us.

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

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.

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 to the commercial license rights and restrictions provided in these terms.

DIGIMARC® BARCODE MANAGER TERMS AND CONDITIONS

Last updated: February 13, 2017

This Agreement is between Digimarc Corporation ("Digimarc") and you.

TO USE THE LICENSED TOOLS AND DOCUMENTATION, AND TO RECEIVE ENABLEMENT SERVICES UNDER THIS AGREEMENT, YOU MUST FIRST ACCEPT THIS AGREEMENT BY CLICKING TO ACKNOWLEDGE YOUR ACCEPTANCE. BY ACCEPTING THIS AGREEMENT, YOU AGREE TO BE BOUND BY ITS TERMS.

DIGIMARC RESERVES THE RIGHT TO UPDATE THIS AGREEMENT AT ANY TIME WITHOUT NOTICE TO YOU. CONTINUED USE OF THE LICENSED TOOLS OR RECEIPT OF ENABLEMENT SERVICES AFTER UPDATES ARE MADE CONSTITUTES YOUR ACCEPTANCE OF THE UPDATED AGREEMENT.

1. Terms of Acceptance.

Authority. You represent and warrant that you have the full legal authority to enter into this Agreement. If you are agreeing to be bound by this Agreement on behalf of your employer or another entity, you represent and warrant that you have the full legal authority to bind your employer or that other entity to this Agreement. You are not allowed to accept this Agreement or use the Licensed Tools if you are a person barred from doing so under the laws of the United States or other countries, including the country of which you are a resident and the country from which you use the Licensed Tools. Use of the Licensed Tools is prohibited in Cuba, Iran, North Korea, Sudan, and Syria.

Account Limitation. You are only allowed to create one Barcode Manager account. If you create a Barcode Manager account on behalf of your employer or another entity, your employer or that other entity must only use the Barcode Manager account you create. Digimarc may suspend access to or disable any Barcode Manager account created in violation of this section without notice or liability to you.

2. Licenses and Terms of Use.

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

Reader Software. If Digimarc provides you access to the Reader Software, Digimarc grants you a limited, non-exclusive, non-transferable, non-sublicensable (except as expressly provided in this Agreement), revocable license to download, install, use internally, reproduce, and distribute internally the Reader Software to enable Apps to read Mobile Response Codes.

Enablement Software. If Digimarc provides you access to any component of the Enablement Software, 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 Enablement Software to create and manage Digimarc Barcodes, and to enable images and audio with Digimarc Barcodes.

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

Credentials. Digimarc may provide you or enable you to create credentials to access and use each of the Barcode Manager, Developer Portal, Web API, and Resolver Service. It is your obligation to keep your credentials confidential. You are responsible for use of your credentials. You may configure your 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 Barcode Manager account when it is accessed by a third party whom you have allowed to access your account.

Restrictions. You shall not: (a) use the Licensed Tools to enable media with Digimarc Barcodes containing a GS1 ID Key; (b) use the Licensed Tools to enable with Digimarc Barcodes any images containing or intended to contain a visible barcode; (c) use the Licensed Tools in a way that could overburden or impair access to any Digimarc server; (d) sell, lend, lease, or otherwise transfer rights to access or use any portion of the Licensed Tools to any third party, other than as expressly permitted by this Agreement; (e) use images or audio in connection with the Licensed Tools that are protected by intellectual property laws, unless you own or license all necessary rights to use those images or that audio; (f) use, or enable anyone else to access or use, the Barcode Manager, Developer Portal, Web API, or Resolver Service without credentials; (g) use the Licensed Tools in connection with banknotes; or (h) make any covenants, representations, or warranties concerning the Licensed Tools or Digimarc Barcodes that are inconsistent with those made by Digimarc in this Agreement.

3. Maintenance and Support.

Maintenance. Digimarc has no obligation to maintain the Licensed Tools. Digimarc may make Licensed Software updates available to you. Use of any updated Licensed Software is subject to the terms of this Agreement.

Support. Digimarc has no obligation to provide you support. You may request support from Digimarc. If Digimarc agrees to provide you support, you shall pay for that support at Digimarc’s then-current hourly rates.

4. Your Apps.

Development. You may enable Apps to read Mobile Response Codes using the Reader Software. Digimarc will provide the Resolver Service for your Apps. Your Apps must be configured to use the Resolver Service when a Digimarc Barcode is read. You shall not enable one-dimensional barcode reading functionality using the Reader Software in your Apps without also enabling Digimarc Barcode reading in those Apps. You shall not create any Apps that are directed to children under the age of 13 or provide any Apps to any child known by you to be under the age of 13. Your use of the one-dimensional reading functionality of the Reader Software in any App is subject to your payment of the fees identified on the Barcode Manager for that use in that App.

Non-Commercial Use. "Non-Commercial Use" means your internal use of Apps for evaluation purposes. You may use any App for Non-Commercial Use.

Commercial Use. "Commercial Use" means distribution of Apps to end users via Apple's iTunes Store, Google Play, or any other publicly accessible Mobile Device application distribution platform. Commercial Use of any App is subject to Digimarc’s review and approval of the App for Commercial Use. You shall only use Apps for Commercial Use that Digimarc has approved for Commercial Use.

Required End User License Agreement Terms. The terms under which you distribute Apps: (a) must be no less protective of the Reader Software than are the terms of this Agreement, (b) must not make any covenants, representations, or warranties, or undertake or attempt to undertake any obligations on behalf of Digimarc, (c) must ensure that Digimarc has no liability to end users of the App, and (d) must be consistent with and include a link to: http://www.digimarc.com/m/eula/add-on. All Apps must contain the following copyright notice: "Portions of this application were created using Digimarc® technology. Copyright Digimarc Corporation."

Customer Distribution. You may provide Apps approved for Commercial Use to your customers, solely to enable your customers to distribute those Apps to your customers' end users. Prior to providing an App to your customer for distribution to end users, you shall enter a written agreement with your customer that is consistent with, and no less restrictive than, the terms of this Agreement. You are liable for all acts of your customers relating to their use and distribution of Apps. You acknowledge and agree that your customers are not third party beneficiaries of this Agreement.

Remote Updating of Apps. Digimarc reserves the right to remotely deliver App configuration updates to end users of Apps.

5. App Data Privacy.

Metrics Collected. Digimarc may collect certain data during and after the initial use of Apps, including the device identifier and IP address of each Mobile Device using an App and the other data described in the Digimarc Discover Privacy Policy (collectively, "Metrics"). The "Digimarc Discover Privacy Policy" is Digimarc's App privacy policy, available at: http://www.digimarc.com/discover/privacy-policy.

Privacy Terms. Digimarc will treat Metrics in accordance with the Digimarc Discover Privacy Policy. Digimarc may make changes to the Digimarc Discover Privacy Policy at any time without prior notice to you. You agree to review the Digimarc Discover Privacy Policy from time to time.

Storage and Retention. Digimarc will store and retain Metrics collected by Digimarc in accordance with its then-current data storage and retention policies.

6. Proprietary Rights.

The Licensed Tools and Documentation are licensed and not sold. Except for the licenses expressly granted to you in this Agreement, Digimarc reserves and retains all right, title, and interest, including all intellectual property rights, in and to the Licensed Tools and Documentation, and all copies, revisions, modifications, updates, and upgrades of the foregoing, and in and to the Enablement Services. Any suggestions or feedback from you concerning the Licensed Tools or the Enablement Services may be used freely by Digimarc.

You shall not use any of the Licensed Tools or any Digimarc Confidential Information to develop any software or services that compete with Digimarc.

7. Trademarks and Attribution.

Trademarks. Except as expressly permitted in this Agreement, you shall not create any branding for products or services you offer, or use any trademark, that uses or contains the term "Digimarc," Digimarc's "circle-d" logo, "Digimarc Barcode," "Barcode of Everything," "marc," or "mark." Any goodwill arising out of or relating to your use of any Digimarc trademark, whether registered or not, any similar mark, or the term "marc" or "mark," will inure to the sole benefit of Digimarc. You hereby assign to Digimarc all right, title, and interest in and to all trademarks used by you in violation of this section.

Attribution. You shall provide Digimarc attribution in connection with all products and services using the Licensed Software, Digimarc Barcodes, or other Digimarc technology, including by noting in documentation and related materials that those products and services are “under license from Digimarc Corporation.” You shall not state that the Licensed Software, Digimarc Barcodes, or any other Digimarc technology is Licensee’s own technology. You shall not refer to the functionality enabled by the Licensed Software, Digimarc Barcodes, or any other Digimarc technology as "digital watermarking" or any similar term or phrase.

8. Digimarc Barcodes and Product Data.

Digimarc Barcodes. You shall not enable more than one image file or one audio file with each Digimarc Barcode. You shall not reuse any Digimarc Barcodes.

Product Data. You shall collect and provide to Digimarc product-identifying data corresponding to images you enable or have enabled with a Digimarc Barcode containing a GTIN ("Product Data"), in conformity with then-current GS1 requirements. Digimarc may provide Product Data to GS1-affiliated organizations for their use and distribution.

9. Images and Audio; Web Experiences.

Images and Audio. Images and audio you use in connection with the Licensed Tools or Enablement Services may be stored on Digimarc's servers and may be made available to you when you access the Barcode Manager. You hereby grant to Digimarc a perpetual, irrevocable, worldwide license to use, host, store, reproduce, modify, create derivative works, communicate, and distribute images and audio you use in connection with the Licensed Tools or Enablement Services to enable your use of the Licensed Tools, to provide you Enablement Services, and to improve Digimarc's products and services. You are solely responsible for images and audio you use in connection with the Licensed Tools and Enablement Services, including keeping copies of the images and audio. Digimarc has no responsibility for deleting or failing to store, transmit, or receive any images or audio. You represent and warrant that: (a) you own or license all necessary rights in and to all images and audio you use in connection with the Licensed Tools and Enablement Services; and (b) you will not use images or audio in connection with the Licensed Tools or Enablement Services that infringes or violates the intellectual property rights of Digimarc or any third party, or is otherwise objectionable to Digimarc.

Web Experiences. You shall maintain the Web Experience associated with each Digimarc Barcode while that Digimarc Barcode remains active. You represent and warrant that you will not use Digimarc Barcodes to direct to Web Experiences that contain content that infringes or violates the intellectual property rights of Digimarc or any third party, or is otherwise objectionable to Digimarc.

Other Representations and Warranties. You represent and warrant to Digimarc that: (a) you have sufficient rights to all GS1 ID Keys and other identifiers not provided by Digimarc that you use with Digimarc Barcodes or request that Digimarc use with Digimarc Barcodes on your behalf; (b) you will not use the Licensed 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 portions of the Licensed Software; and (c) you will comply with all federal, state, and local laws, and regulations, and foreign laws applicable to the exercise of your rights and the performance of your obligations under this Agreement.

10. Fees and Terms of Payment.

Fees and Payment. Your creation and renewal of Digimarc Barcodes and your use of the Licensed Tools are subject to your payment of the associated fees identified on the Barcode Manager, unless you have a separate agreement with Digimarc defining different fees. Your receipt of Enablement Services is subject to your payment of associated fees, and you may have a separate agreement with Digimarc defining those fees. Invoices issued to you pursuant to this Agreement are payable within 30 days of invoice date. All payments must be made in United States dollars and are nonrefundable.

Taxes. You shall pay to Digimarc the amount of any applicable sales tax, service tax, use tax, or similar tax which Digimarc is required to collect in connection with this Agreement. You are responsible for all other taxes, duties, and levies imposed by all national, state, provincial, and local authorities (including export, excise, withholding, and value-added taxes) based on the transactions you perform and the charges you incur in connection with your use of the Licensed Tools and Enablement Services.

Auto-Renewal. Digimarc Barcodes you create may be configured to automatically renew on their scheduled expiration. 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.

No-Confirmation Purchasing. You may configure your 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.

Fee Modification. Digimarc reserves the right implement new fees or revise its current fees at any time without prior notice to you. If you disagree with any new or revised fees, you must cease using the Licensed Tools.

Late Payment. Digimarc is entitled to charge you interest on any overdue amounts at the rate of 1% per month or at the maximum rate allowed under applicable law, whichever is lower. If any amount is overdue by more than 90 days, in addition to any other remedies Digimarc may have, Digimarc may turn over the right to collect the overdue amounts to a collection agency. You are responsible for any costs incurred by Digimarc or the collection agency in collecting any amount that is overdue by more than 90 days, including reasonable attorneys' fees.

11. Third Party Websites.

Your use of the Barcode Manager may require you to access third party websites or services such as those of an online payment processor. Digimarc is 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. The Barcode Manager implements Google Charts. Your use of Google Charts is subject to your compliance with the following terms: https://developers.google.com/terms.

YOUR USE OF ANY THIRD PARTY WEBSITE OR SERVICE IS AT YOUR OWN RISK UNDER THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY BELOW.

12. Investigations.

Right to Investigate. Digimarc reserves the right to investigate any potential violation of this Agreement. If Digimarc determines that your use of the Licensed Tools may have resulted in any criminal activity, Digimarc may refer the matter to appropriate law enforcement, and comply with any subsequent investigation of the matter, including by providing any of your Information to law enforcement in connection with an investigation.

Indemnification. To the extent permitted by applicable law, you shall indemnify, defend, and hold harmless Digimarc, at your expense, from and against any and all third party claims, actions, proceedings, and suits brought against Digimarc or any of its officers, directors, employees, agents, or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and other litigation expenses) incurred by Digimarc or any of its officers, directors, employees, agents, or affiliates, arising out of or relating to: (a) your breach of any term or condition of this Agreement; (b) your use of the Licensed Tools and Documentation; (c) you violations of applicable laws, rules, or regulations in connection with the Licensed Tools and Documentation; (d) your representations and warranties to any third party concerning any aspect of the Licensed Tools; (e) any claims made by or on behalf of any third party pertaining directly or indirectly to your use of the Licensed Tools; (f) violations of your obligations of privacy to any third party; and (g) any claims with respect to acts or omissions of any third party in connection with the Licensed Tools. Digimarc will provide you with written notice of any claim, suit, or action in relation to which you must indemnify Digimarc. You shall cooperate as fully as reasonably required in the defense of any claim. Digimarc reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

13. Term and Termination.

Term. This Agreement will remain in effect until terminated by Digimarc or you.

Termination by Digimarc. Digimarc may, in whole or in part and without prior notice or liability to you, terminate this Agreement; terminate, suspend, or restrict your access to or use of the Licensed Tools and Documentation; cease providing you Enablement Services; or disable any of your Digimarc Barcodes.

Termination by You. You may terminate this Agreement at any time.

Effect of Termination. Upon termination of this Agreement, you shall cease using and destroy all instances of the Licensed Tools and Documentation in your possession or control, and cease distributing, and cause your customers to cease distributing, all Apps. Termination will not result in any refund or waiver of fees paid or accrued prior to termination. The following sections will survive termination of this Agreement: 1, 5-7, and 9-20. Notwithstanding termination of this Agreement, you shall continue to pay for each Digimarc Barcode created under this Agreement on each anniversary of the date of creation of that Digimarc Barcode during the longer of (i) the period that Digimarc Barcode remains active on the Barcode Manager; or (ii) if the Digimarc Barcode contains an identifier not provided by Digimarc, the period that Digimarc Barcode remains in use.

14. Licensed Tools Data Privacy.

Information Collected. Digimarc may collect certain data in connection with your use of the Licensed Tools, including: the name of your Internet Service Provider; your Internet Protocol address; the activities you perform during your use of the Barcode Manager and Enablement Software; and any additional data you provide during the course of your use of the Barcode Manager, Developer Portal, and Enablement Software (collectively, "Information").

Google Analytics. You acknowledge that Digimarc uses Google Analytics to track use of the Barcode Manager and Enablement Software. Google’s collection and processing of data on behalf of users of Google Analytics is described at: http://www.google.com/policies/privacy/partners.

Privacy Terms. Digimarc will treat Information in accordance with Digimarc’s current website privacy policy, available at: http://www.digimarc.com/company/privacy-policy ("Website Privacy Policy"). Digimarc may provide the email address associated with your Barcode Manager account to GS1-affiliated organizations in connection with validating Product Data. Digimarc may make changes to the Website Privacy Policy at any time without prior notice to you. You agree to review the Website Privacy Policy from time to time.

Storage and Retention. Digimarc will store and retain Information collected by Digimarc in accordance with its then-current data storage and retention policies.

15. Disclaimer of Warranties.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, DIGIMARC DISCLAIMS ALL WARRNATIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT.

16. Limitation of Liability.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, DIGIMARC IS NOT LIABLE FOR LOST REVENUES OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF DIGIMARC HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. DIGIMARC’S TOTAL LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO DIGIMARC UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE CLAIM, DEMAND, OR ACTION.

17. No Reverse Engineering or Redistribution.

You shall not, and you shall not encourage or knowingly help anyone else to, reverse engineer, decompile, disassemble, redistribute, modify, or create derivative works of, the Licensed Tools or Documentation or otherwise use the Licensed Tools or Documentation, or attempt to do the same, other than as expressly permitted in this Agreement. If you create any derivative works of the Licensed Tools or Documentation, you hereby assign to Digimarc all right, title, and interest, including all intellectual property rights, in and to those derivative works. You shall promptly notify Digimarc if you learn that anyone has or is attempting to reverse engineer, decompile, disassemble, redistribute, modify, or create derivative works of, the Licensed Tools or Documentation, or otherwise use the Licensed Tools or Documentation, other than as expressly permitted in this Agreement.

18. Confidentiality.

Digimarc may provide you Confidential Information in connection with this Agreement. "Confidential Information" means all Digimarc confidential, proprietary, and non-public information, but does not include information that (a) you knew prior to the time of disclosure, free of any obligation to keep it confidential; (b) is or becomes generally known at no fault of your own; or (c) you rightfully obtain from a third party who has the right to disclose it without violating any confidentiality obligations.

You shall only use Confidential Information in connection with exercising your rights and performing your obligations under this Agreement, and you shall not disclose any Confidential Information to any third party without Digimarc’s prior written consent. If you are subject to legal or governmental proceedings requiring disclosure of Confidential Information, you shall promptly notify Digimarc prior to disclosing that information to enable Digimarc to seek a protective order. You shall return or destroy any Confidential Information as requested by Digimarc.

19. Definitions.

"Agreement" means these terms and conditions.

"App" means an end user Mobile Device application you create that incorporates the Reader Software.

"Barcode Manager" means the Digimarc® Barcode Manager.

"Barcode Plugins" means the Digimarc® Barcode Plugins.

"Barcode SDKs" means the Digimarc® Barcode SDKs.

"Developer Portal" means the Digimarc® Developer Portal.

"Digimarc Barcode" means a Digimarc data carrier containing a supported identifier.

"Documentation" means the documentation made available to you on the Developer Portal.

"Enablement Services" means Digimarc Barcode enablement services that Digimarc agrees to provide you.

"Enablement Software" means the Barcode Plugins, Barcode SDKs, and Web API.

"GS1 ID Key" means a GTIN, Global Coupon Number (GCN), Global Document Type Identifier (GDTI), Global Location Number (GLN), Serial Shipping Container Code (SSCC), Global Returnable Asset Identifier (GRAI), Global Individual Asset Identifier (GIAI), Global Identification Number for Consignment (GINC), Global Shipment Identification Number (GSIN), Component/Part Identifier (CPID), Global Service Relation Number (GSRN), or any successor to any of the foregoing.

"GTIN" means Global Trade Item Number, a GS1 identifier for trade items.

"Licensed Software" means the Reader Software and Enablement Software, and all updates thereto provided by Digimarc to you.

"Licensed Tools" means the Barcode Manager, Developer Portal, and Licensed Software.

"Mobile Device" means a wireless consumer device.

"Mobile Response Code" means a Digimarc Barcode, QR code, or one-dimensional barcode of a format supported by the Reader Software.

"MRC File" means a proprietary file containing a Digimarc Barcode.

"Reader Software" means the Digimarc® Mobile SDKs.

"Resolver Service" means a Digimarc network service for returning Web Experiences to Mobile Devices that read Digimarc Barcodes and one-dimensional barcodes.

"Web API" means the Digimarc® Barcode Manager Web API.

"Web Experience" means a URL associated with a Digimarc Barcode.

20. Miscellaneous.

Non-Waiver. The failure of Digimarc to enforce any provision in this Agreement must not be construed to be a waiver of the right of Digimarc to enforce that provision later.

Severability; Headings. If any provision in this Agreement is held to be unenforceable, the unenforceable provision will not affect any other provision, and the Agreement will be construed as though the unenforceable provision had never existed. Section headings are for reference only and must not be used to interpret this Agreement.

No Third Party Beneficiaries. No person or other entity is a third party beneficiary of this Agreement.

Assignability. You shall not assign this Agreement without Digimarc's prior written consent. Any purported assignment of this Agreement by you in violation of the terms of this section is void from its inception. Digimarc may assign this Agreement, in whole or in part, to any third party.

Governing Law; Forum. This Agreement, and all disputes arising under or relating to this Agreement, are governed by the laws of the State of Oregon, USA, excluding its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are expressly disclaimed and do not apply to this Agreement. You agree that the state and federal courts of the State of Oregon, USA, have exclusive jurisdiction to resolve all disputes arising from or relating to this Agreement. You irrevocably waive all objections to the jurisdiction of those courts.

Relationship. No agency, partnership, joint venture, fiduciary, or similar relationship is created by this Agreement, and neither party has the authority to bind the other party except as provided in this Agreement.

Force Majeure. Neither party is responsible for its failure to perform due to unforeseen circumstances beyond its control, such as acts of God, wars, riots, embargoes, strikes, acts of civil, or military authorities, fires, or floods, provided that the nonperforming party gives the other party prompt written notice of the failure to perform and the reason for the nonperformance, and uses its reasonable efforts to limit the resulting delay in performance.

Modification; Entire Agreement. This Agreement supersedes all proposals, oral or written, and all negotiations, conversations, and discussions between the parties relating to the subject matter of this Agreement. Notwithstanding the foregoing, in case of conflict between this Agreement and any other agreement you may have with Digimarc concerning the Licensed Tools or Enablement Services, your other agreement with Digimarc will control while that other agreement is in effect.

U.S. Government Rights. If use of the Licensed Tools or Documentation 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 Licensed Tools and Documentation, including its rights to use, modify, reproduce, release, perform, display, or disclose the Licensed Tools or Documentation, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.

Copyright (c) 2011-2017 Digimarc Corporation.

Open Source Software

The 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.

DIGIMARC CUSTOMER PORTAL TERMS OF SERVICE

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 DEVELOPER PORTAL TERMS OF USE

Last Updated: June 17, 2018

Your use of the Digimarc Developer 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 Developer Portal (“Services”).

1. Services. Through the Digimarc Developer Portal, Digimarc may provide you access to documentation for Digimarc software (the “Documentation”), and a forum to engage in discussions with Digimarc and others regarding Digimarc Software (the “Forum”).

2. Access. Digimarc hereby grants to you a personal, non-exclusive, non-transferable limited right to enter and use the Digimarc Developer Portal, provided you comply with this Agreement.

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

4. Interference. You agree not to interfere with or disrupt the Digimarc Developer Portal.

5. Submissions. Digimarc does not prescreen information submitted by users of the Forum (“Submissions”). Digimarc retains the right, but does not have the responsibility, to edit or remove any Submissions. Digimarc makes no covenant, warranty, or representation to you that Digimarc will edit, remove or continue to permit the display of any Submission, and Digimarc will have no liability to you whatsoever for the content of any Submission, or for editing, removing or continuing to permit the display of any Submission. Unless otherwise noted, do not make Submissions about nontechnical topics.

6. Inappropriate Submissions. Do not post inappropriate or illegal statements, material, or links, or sell or market your products or services to others.

7. No Endorsement. Views expressed by third parties on the Forum are not endorsed by Digimarc.

8. License. All material contained in your Submissions must be your own work or work to which you have a license. You represent and warrant to Digimarc that you own or otherwise possess all necessary rights to material contained in your Submissions. By submitting your Submissions, you grant Digimarc a perpetual, royalty-free, non-exclusive, worldwide, sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play, make available to the public, and exercise all copyright and publicity rights with respect to the Submissions.

9. Warranty Disclaimer. THE FORUM AND DOCUMENTATION ARE PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND. DIGIMARC HEREBY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Exclusion of Liability. IN NO EVENT WILL DIGIMARC BE LIABLE TO YOU FOR ANY DAMAGES OF ANY TYPE ARISING FROM ANY CLAIM OR ACTION UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF DIGIMARC HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

11. Termination by Digimarc. Digimarc may, in whole or in part and without prior notice to you, terminate this Agreement; or terminate, suspend, or restrict your access to or use of the Forum or Documentation.

12. Termination by You. You may terminate this Agreement at any time.

13. Effect of Termination. On termination of this Agreement, you shall cease accessing and using the Digimarc Developer Portal, including the Forum and Documentation, and destroy all instances of the Documentation in your possession or control.