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Storyboard Product
Licensing: RLA Schedule A
Schedule A to Storyboard End User License Agreement
Storyboard 8.2 (and higher)
IMPORTANT: This Schedule does not apply to You unless and until you have purchased from Crank one or more Runtime Distribution Bundles (defined below) which are not included in the fees You paid for Your Crank Storyboard™ Designer tool suite License Certificates or for associated Service subscriptions.
This Schedule A to the Storyboard End User License Agreement (this “Schedule”) is entered into under and forms part of the terms and conditions of the Storyboard End User License Agreement to which it is attached but only becomes effective as of as of the date YOU have paid to Crank the applicable fees below for Your Runtime Distribution Bundle (the “Effective Date of this Schedule”). In the event of a conflict between this Schedule and the terms of the main body of the Storyboard End User License Agreement, the terms of this Schedule will control. Capitalized terms not defined in this Schedule will have the meaning set forth in the main body of the Agreement.
You have licensed pursuant to the terms of the Storyboard End User License Agreement the Crank Storyboard™ Designer tool suite Software for use in developing graphical user interfaces and user experiences for embedded computing devices used in certain products that have been designed by or for You. However, the base Storyboard End User License Agreement does not authorize distribution of any part of the Storyboard™ Designer tool suite Software.
You now desire to distribute the Storyboard Embedded Engine and other Runtime Components of the Storyboard™ Designer tool suite to implement the UI and UX you have developed for Your Target Systems. As of the Effective Date of this Schedule, the terms and conditions below will supplement the terms of the Storyboard End User License Agreement to authorize a limited distribution of copies of such Runtime Components as determined by Your Runtime Distribution Bundle.
1. DEFINITIONS. In this Schedule:
1.1 “End User License Agreement” or “EULA” means a license agreement between You and a third party which contains at a minimum the following provisions: (i) a prohibition on reverse engineering, decompiling, adapting or alteration of the licensed object code (except as and only to the extent any of the foregoing restrictions are prohibited by applicable law), (ii) license terms that are at least as protective of Crank’s (and its licensors’) Intellectual Property rights as those of this Agreement, including limiting use of licensed object code to use in corresponding Target Systems for the intended end user application; and (iii) limitation of liability terms that extend all disclaimers and limitations to Crank and its licensors as part of the group of Your licensors;
1.2 “Fees” includes any amounts paid or owed to Crank under this Agreement for Runtime Distribution Bundles;
1.3 “Purpose” includes: to distribute (directly and indirectly) and sublicense the Runtime Components as part of or for use in Target Systems; and
1.4 “Runtime Distribution Bundle” means a bundle of per-unit royalty credits for whole or partial copies of Runtime Components included in (or otherwise made available for) Target System units to be distributed by or for You pursuant to this Schedule. Runtime Distribution Bundles may be purchased in advance for a lump sum (“Fixed Runtime Distribution Bundle”) or as an annual entitlement pursuant to a Runtime Distribution Bundle subscription (“Runtime Distribution Bundle Subscription”). In either case, the Storyboard Embedded Engine Runtime Component covered by Your Runtime Distribution Bundle is restricted to the version(s) You are entitled to use under this Agreement ( including pursuant to Your Update entitlements), and any host operating system and/or Target System(s) identified in the invoice or Runtime Distribution Bundle certificate issued to You by Crank.
2. LIMITED DISTRIBUTION .
2.1 Limited Copies . If you paid Crank a lumpsum in advance for a Fixed Runtime Distribution Bundle, then Your license rights under Section 2.2 (Supplementary License Grant) will authorize You to create and distribute the total number of Runtime Component copies specified in the corresponding invoice issued to you by Crank. Those per-unit royalty credits will continue to be available to You during the Term until they have been exhausted by Your Target System deployments (see Section 2.4 (Records and Reporting)). If you have paid Crank an annual fee in advance for a Runtime Distribution Bundle Subscription, then Your license rights under Section 2.2 will authorize You to create and distribute only during the applicable subscription-year up to the total number of Runtime Component copies specified in the corresponding invoice issued to you by Crank. Unused Runtime Distribution Bundle Subscription per-unit royalty credits will expire at the end of the applicable subscription-year (i.e., the anniversary of the applicable invoice date) and may not be carried forward.
2.3 EULA . When You distribute and sublicense Runtime Components You will do so pursuant to an End User License Agreement. You will not make any representations or warranties on behalf of Crank. You will enforce Crank’s rights in the Runtime Components in the same manner and to the same extent You enforce Your own rights in Target System software or allow Crank to do so by naming it as a third-party beneficiary in the EULA. You agree to promptly notify Crank in writing of any Target System intellectual property infringement that comes to Your attention.
2.4 Records and Reporting . Any Target System equipped with more than one Runtime Component copy (including redundant backup systems) requires a per-unit royalty credit to be deducted from Your Runtime Distribution Bundle total for each copy. Any shipment of Target Systems by or for You (including to Your indirect sales channel), or any Target Systems used by or for You or Your Affiliates for the Target Systems’ intended end-user use, will be deemed to be a Target System distribution under this Agreement and requires a separate per-unit royalty credit from Your Runtime Distribution Bundle total. You will provide Crank, within ten (10) days of Crank’s written request, a report of Your remaining balance of per unit royalty credits within your Runtime Distribution Bundle. For the period of six (6) years from the date that each Target System is distributed pursuant to this Schedule You will keep such records and books of account to demonstrate compliance with Your obligations under this Schedule.
2.5 Audit . Crank will have the right for representatives of a firm of independent chartered accountants (“Auditors”), to make an examination and audit, by prior appointment during normal business hours, of all records and accounts as may under recognized accounting practices to contain information bearing upon: (i) the Target Systems and corresponding Runtime Components which have been distributed by or for You; (ii) Your compliance with the terms of this Schedule; and (iii) any information necessary to substantiate and verify any data submitted to Crank by You in any reports. The Auditors will be permitted to provide to Crank information relating to Subsections 2.4(i)-(iii) herein, including information relating to the systems operated by You to capture and record such information. Any information obtained pursuant to any audit performed in accordance with the provisions of this Section 2.4 will be treated by Crank as Your Confidential Information. The Auditors’ conclusions will (in the absence of clerical or manifest error) be final and binding on the Parties. Such audit will be at Crank’s expense unless it reveals a distribution of Runtime Components that exceeds Your Runtime Distribution Bundle entitlements by five per cent (5%) or more, in which case You will promptly reimburse Crank for the costs of the audit and for Your purchase of an additional Runtime Distribution Bundle.
2.6 No End-User Services . Crank has no obligation under this Agreement to provide maintenance, support, training or consulting services to Your Target System end users or members of Your distribution channels.
2.7 Effect of Termination or Expiration. Upon expiration or termination of this Agreement by either Party in accordance with Section 10.2 (Termination by Either Party), You will immediately discontinue all use and distribution of any and all Runtime Components. Termination is without prejudice to any right or remedy that may have accrued or be accruing to either Party prior to termination. Termination will not relieve You of Your obligation to pay Crank any and all Fees or other amounts due under this Agreement at any time or for any period. Any amounts paid for Runtime Distribution Bundles are non-refundable.
2.8 Surviving Licenses . If either Party terminates this Agreement for any reason all EULAs granted to Target System end users prior to termination in accordance with the terms of this Schedule will continue. However, all of Your license rights, including any sublicensed rights to any Affiliates, consultants and subcontractors, will immediately cease upon termination.