LIBRAW COMMERCIAL SOFTWARE LICENSE AGREEMENT.
Last Revision: 27 March 2010
RECITALS.

1.

2.

R-1

This Libraw Commercial Software License Agreement (“License”) is a legal agreement between you
and LibRaw, LLC (“LibRaw”) for the use of the Software, as defined below. "Licensee" or "You"
refer to the undersigned Person that is licensing the Software. LibRaw and Licensee are sometimes
referred to individually as a “Party” and collectively as the “Parties”.

R-2

BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE,
THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS.
DEFINITIONS.
(a)

“Claims” is defined in Section 5(b) herein.

(b)

“Commercial Purpose” means any use of the Software or any Derivative Work, as part of, or in
any way in connection with, a product (including software) or service that will be sold, offered for
sale, licensed, leased, loaned, rented, Distributed or otherwise made available commercially.

(c)

“Control” means, with respect to an individual direct or indirect control of that individual, and
with respect to any other Person direct or indirect control of more than fifty percent (50%) of the
voting power to directly manage such Person.

(d)

“Copy” means to create one or more copies as defined in the Copyright Act, 17 U.S.C. § 101.

(e)

“Derivative Work” means any derivative work as defined in the Copyright Act, 17 U.S.C. § 101,
made from the Software including without limitation, any translation, improvement, enhancement,
extension, incorporation, or other Modification of the Software.

(f)

“Distribute” means to broadcast, publish, transfer, post, upload, download or otherwise
disseminate in any medium to any third party.

(g)

“Documentation” means printed, electronic or online documentation Distributed by LibRaw or
provided by LibRaw to Licensees in connection with the Software.

(h)

“Modification” or “Modify” means the creation of or to create a work derived from the Software
that changes or alters any aspect of the Software.

(i)

“Person” means any individual, firm, association, partnership, corporation, limited liability
company, group, trust, governmental agency or other authority, or other organization or entity of
any kind or nature.

(j)

“Software” means the LibRaw decoder software, including the LibRaw decoder source code,
libraries, configuration and build scripts, examples, interface definitions, associated media and
printed materials, and any associated electronic Documentation in connection with the reading of
RAW (untouched, "raw" pixel information) files obtained from digital photo cameras.

(k)

“Use” means to execute (i.e., run) the Software.

GRANT OF LICENSE. During the Term of this License and on the terms and subject to the conditions
of this License, LibRaw hereby grants to Licensee the following non-exclusive, limited, non-transferable,
non-sublicensable, revocable, royalty-free, fully-paid license rights:

3.

4.

(a)

License to Use. LibRaw hereby grants to Licensee the right to Use the Software in connection
with Commercial Purposes.

(b)

License to Copy. LibRaw hereby grants to Licensee the right to Copy the Software as Licensee
requires for backup purposes or to create multiple instances of Use for Commercial Purposes.

(c)

License to Create Derivative Works.
LibRaw hereby grants to Licensee the right to create
Derivative Works for Commercial Purposes.

(d)

License to Distribute Software. LibRaw hereby grants to the Licensee the right to Distribute
the Software in object code form for use in Licensee’s Derivative Works for Commercial
Purposes.

RESTRICTIONS.
(a)

General. Licensee may not use the Software in any manner not permitted by Section 2 herein,
except with LibRaw’s prior written consent. In addition, Licensee will ensure that any of the
Persons under its Control who Use the Software do so only in compliance with the terms of this
License.

(b)

Ownership. Subject to Section 8 herein, the Software and Documentation are protected by
copyright laws and international copyright treaties, as well as other intellectual property laws and
treaties. The Software and Documentation are licensed, not sold. LibRaw retains sole and
exclusive ownership of all right, title, and interest in and to the Software and Documentation, and
all copies thereof, subject only to the licenses expressly granted to Licensee herein. This License
does not provide Licensee with title or ownership of the Software and Documentation, but only a
revocable license of limited use.

(c)

Copyrights. All title and copyrights in and to the Software and Documentation, including but
not limited to any images, photographs, databases, animations, video, text and “applets”
incorporated into the Software and Documentation, and any copies thereof, are exclusively owned
by LibRaw or LibRaw’s licensors.

(d)

Attribution. In connection with Sections 2(a) through (d) above, Licensee agrees to give
appropriate credit and attribution to LibRaw as the author of the Software. In addition, Licensee
agrees not to remove, disable, or circumvent any compliance or proprietary notices within the
Software, including without limitation copyright or other intellectual property notices.

(e)

U.S. Laws and Export Restriction. Licensee acknowledges that the Software is subject to U.S.
export laws and regulations. Licensee in its performance of all of its obligations hereunder will
comply with all such applicable laws and regulations, including, without limitation, export and
import control laws and regulations. The obligations of this Section shall expressly survive the
revocation of this or any other related agreement.

REPRESENTATIONS AND WARRANTIES.
(a)

Representations. LibRaw represents and warrants that: (a) it has all necessary power and
authority to enter into this License; (b) it is the owner of and has the right to license the Software;
and (c) to its knowledge, the Software contains no viruses or disabling devices.

(b)

No Warranties. LICENSEE ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS
PROVIDED BY LIBRAW ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF: (i) MERCHANTABILITY OR (ii) FITNESS
FOR A PARTICULAR PURPOSE, OR (iii) NON-INFRINGEMENT. WITHOUT LIMITING
THE FOREGOING, LIBRAW MAKES NO WARRANTY THAT THE SOFTWARE: (A) WILL

MEET LICENSEE’S REQUIREMENTS; (B) WILL BE EFFECTIVE, ACCURATE, OR
RELIABLE; OR (C) WILL MEET LICENSEE’S EXPECTATIONS OR BE FREE FROM
MISTAKES, ERRORS, OR DEFECTS. LICENSEE IS SOLELY RESPONSIBLE FOR
DETERMINING THE APPROPRIATENESS OF USING THE SOFTWARE. LICENSEE
ASSUMES ALL RISKS ASSOCIATED WITH USE OF THE SOFTWARE, INCLUDING, BUT
NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO OR LOSS OF
DATA, PROGRAMS OR EQUIPMENT AND UNAVAILABILITY OR INTERRUPTION OF
OPERATIONS. The obligations of this Section shall expressly survive the revocation of this or
any other related agreement.
5.

6.

LIMITATION OF LIABILITY AND INDEMNIFICATION.
(a)

General. EXCEPT FOR CLAIMS BASED ON BREACHES OF CONFIDENTIALITY OR
COPYRIGHT INFRINGEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR
ANY DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE
DAMAGES ARISING OUT OF THIS LICENSE EVEN IF ADVISED IN ADVANCE OF THE
POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY TO ALL CLAIMS (as
defined below), INCLUDING BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH
OF WARRANTY, LIBRAW’S NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION
AND OTHER TORTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
SECTION 5(b) BELOW, LIBRAW WILL NOT BE LIABLE FOR THE LOSS OF, OR
DAMAGE TO, LICENSEE'S RECORDS OR DATA OR ANY DAMAGES CLAIMED BY
LICENSEE BASED ON A THIRD PARTY CLAIM. The obligations of this Section shall
expressly survive the revocation of this or any other related agreement.

(b)

Indemnification. Licensee shall indemnify, defend and hold harmless LibRaw, its officers,
members, agents and employees from and against any claims, demands, or causes of action
whatsoever (collectively “Claims”) caused by, or arising out of, or resulting from, Licensee’s Use
or Modification of the Software or any Derivative Work or the exercise or practice of the License
by Licensee, its subsidiaries or their officers, employees, agents or representatives. LibRaw shall
indemnify, defend and hold harmless Licensee, its officers, members, agents and employees from
and against any Claims that the Software infringes any third party's patent or copyright, provided
that Licensee promptly notifies LibRaw in writing of such Claim, LibRaw has sole control over
the defense of the Claim and/or any settlement negotiations, and Licensee cooperates fully in the
defense of the Claim. At its option, LibRaw may, in lieu of defending any infringement Claim,
obtain the right for Licensee to continue using the Software or terminate this License, including
any licenses granted herein. The foregoing states LibRaw’s entire obligation to Licensee for
indemnification of third party infringement Claims.

TERM AND REVOCATION.
(a)

General. This License and Licensee's license rights granted hereunder are for a term of three (3)
years from the Effective Date (“Initial Term”). Thereafter, this License may be renewed for a
further period of one (1) year by written agreement signed by both Parties (each a “Renewal
Term”). The Initial Term and any Renewal Term are collectively the “Term”.

(b)

Revocation with Cause. LibRaw may, at any time by written notice to Licensee, revoke this
License as from the date of service of such notice whenever any of the following events occurs: (i)
if Licensee commits a material breach of any provision hereof, which is not remediable or, if
remediable, is not remedied within thirty (30) days after the receipt of LibRaw’s notice of
such breach; (ii) if Licensee fails to strictly comply with the provisions of Section 7
(Confidentiality); (iii) if Licensee makes an assignment in violation of Section 9(b) (Nonassignment); (iv) if Licensee becomes insolvent or admits in writing its inability to pay its debts as
they mature, or makes an assignment for the benefit of creditors; (v) if a petition under any
foreign, state, or United States bankruptcy act, receivership statute, or the like, as they now exist,
or as they may be amended, is filed by Licensee; or (vi) if such petition is filed by any third party,

or an application for a receiver is made by anyone against Licensee and such petition or
application is not resolved favorably within ninety (90) days.
(c)

7.

8.

Consequences and Obligations of Revocation. If this License is revoked for any reason, then
Licensee's rights under this License will immediately terminate. Licensee agrees upon revocation
to cease any and all Use, Copying, Distributing and Modifying of the Software and any Derivative
Work, and further to destroy all full or partial copies of the Software and any Derivative Work in
Licensee’s possession or under its Control. The obligations of this Section shall expressly survive
the revocation of this or any other related agreement.

CONFIDENTIALITY.
(a)

General. Either Party or its employees or agents may, in the course of performing their
responsibilities under this License, be exposed to or acquire information, which is proprietary
or confidential to the other Party or to third parties to whom that other Party owes a duty of
confidentiality. Any and all non-public information of any form obtained by a Party or its
employees or agents while performing this License shall be deemed to be confidential and
proprietary information. The receiving Party shall hold such information in strict confidence
and not copy, record, reproduce (using any medium), sell, assign, license, market, transfer or
otherwise dispose of, give or disclose such information to third parties (except to third parties
who are bound to the receiving Party by a like obligation of confidentiality and who have a need to
access the confidential information for purposes of this License) or use such information for any
purposes whatsoever other than in the performance of this License and will advise each of its
employees and agents who may be exposed to such proprietary and confidential information
of their obligations to keep such information confidential. Licensee acknowledges and agrees
that any breach of this Section 7 will constitute a material breach of the License entitling LibRaw to
terminate this License under Section 6(b) herein. The obligations of this Section shall expressly
survive the revocation of this or any other related agreement.

(b)

Exceptions. For the avoidance of doubt, proprietary and confidential information shall not
include information which is (i) in or becomes part of the public domain other than by disclosure
by the receiving Party in violation of this License; (ii) demonstrably known to the receiving Party
previously, (iii) independently developed by the receiving Party outside of this License, or (iv)
rightfully obtained by the receiving Party from third parties. This provision shall expressly
survive termination of this License.

INTELLECTUAL PROPERTY RIGHTS.
(a)

Trade Secrets. The Software constitutes valuable and confidential trade secrets of LibRaw and
is proprietary to LibRaw. All applicable copyrights, trade secrets, trademarks, patents and other
intellectual and proprietary rights in and to the Software and all copies thereof are and shall remain
the property of LibRaw. Except as expressly stated herein, this License does not grant Licensee
any rights in any LibRaw patents, copyrights, trade secrets, trademarks, trade names, service
marks or other intellectual and proprietary rights. All aspects of the Software, including without
limitation, all designs, engineering details, algorithms, programs, methods of processing, specific
design and structure of individual programs and their interaction, and the programming
techniques, whether patentable or copyrightable, employed therein are and shall remain the sole
and exclusive property of LibRaw. IT IS EXPRESSLY UNDERSTOOD THAT NO TITLE
TO OR OWNERSHIP OF THE SOFTWARE, OR ANY PART THEREOF, IS HEREBY
TRANSFERRED TO LICENSEE OR ANY LICENSEE SUBLICENSEE.

(b)

The License herein granted by LibRaw to Licensee shall include the right to use the trademarks
and/or service marks of LibRaw (collectively, the "Marks"); provided, however, that Licensee
shall be entitled to use such Marks only in connection with the marketing of the Software and
Licensee shall make no other use of the Marks. Subject to the license rights herein granted by
LibRaw to Licensee to use such Marks in connection with the marketing of the Software

hereunder, the Marks are and shall remain the sole and exclusive property of LibRaw. Upon the
termination of this License, Licensee shall cease all use of the Marks. Licensee shall not at any
time during or after the Term of this License (i) claim any right, title or interest in or to any Marks,
or (ii) undertake to copyright, trademark, trade name or apply for a patent with respect to the
Software or any portion thereof. Licensee recognizes that all or a part of the Software may be
copyrighted, trademarked or patented by LibRaw and agrees that any such act shall not cause or be
construed as causing the Software or any portion thereof to be in the public domain. Licensee
agrees that it will not remove from copies of the Software, or any component thereof, any form of
copyright or other proprietary notice appearing on the Software or any component thereof, nor
make any representation that Licensee owns any rights to any copyright or proprietary information
which is part of the Software.
9.

GENERAL.
(a)

Independent Contractors. In performing this License, the Parties act and will act at all times as
independent contractors, and nothing contained in this License will be construed or implied to
create an agency, partnership or employer and employee relationship between the Parties. Except
as expressly set forth in this License, at no time will either Party make commitments or incur any
charges or expenses for, or in the name of, the other Party.

(b)

Assignment; Delegation. Licensee may not assign any of its rights or delegate any of its duties
hereunder without the prior written consent of Licensor. Except as permitted by the foregoing,
any attempted assignment or delegation will be null, void and of no effect.

(c)

Waiver. No waiver under this License will be valid or binding unless set forth in writing and
duly executed by the Party against whom enforcement of such waiver is sought. Any such waiver
will constitute a waiver only with respect to the specific matter described therein and will in no
way impair the rights of the Party granting such waiver in any other respect or at any other time.
Any delay or forbearance by either Party in exercising any right hereunder will not be deemed a
waiver of that right.

(d)

Governing Law. This License shall be governed and construed in accordance with the laws of
the State of Maryland without regard to the conflicts of laws or principles thereof. Any Claim
related to this License or between the Parties must be brought exclusively in the Circuit Court
sitting in Montgomery County, Maryland or the U.S. District Court for the District of Maryland,
and the Parties irrevocably submit and consent to such jurisdiction and venue and waive any right
they may have to seek any change of jurisdiction or venue. The obligations of this Section shall
expressly survive the revocation of this or any other related agreement.

(e)

Counterparts.
This License may be executed in any number of counterparts, each of which
when so executed will be deemed to be an original and all of which when taken together will
constitute one agreement.

(f)

Headings; Interpretation. The headings in this License are inserted merely for the purpose of
convenience and will not affect the meaning or interpretation of this License. This License will be
construed fairly according to its terms, without regard to the identity of the drafter of any
provision in this License.

(g)

Entire Agreement. This License constitutes the entire agreement and understanding between
the Parties as to the subject matter hereof and supersedes all prior discussions between the Parties,
and neither Party shall be bound by any conditions, definitions, warranties, understandings or
representations with respect to such subject matter other than as expressly provided herein. This
License may not be modified or amended or supplemented except in writing executed by the duly
authorized representatives of both Parties. If any provision of this License is declared to be
invalid or unenforceable, such invalid or unenforceable provision, shall be deemed struck from
this License, but only in the jurisdiction in which such provision was declared invalid or

unenforceable, and the enforceability of the remaining provisions of this License shall not in any
way be affected or impaired thereby. This License shall be binding upon and inure to the benefit
of the Parties hereto and their respective successors and permitted assigns, and shall not confer any
rights or remedies upon any Person not a party hereto. The obligations of this Section shall
expressly survive the revocation of this or any other related agreement.
(h)

Construction. This License will also supersede all terms of any unsigned or “shrink-wrap”
license including in any package, media or electronic version of the Software and any such
Software will be licensed solely under the terms of this License. When executed and dated by
both Parties, any order forms that reference this License and its Effective Date will be
incorporated in this License by reference.

(i)

Language. Where the text requires, words in the singular will be deemed to include the plural
and vice-versa, and words of any gender will be deemed to include all genders.

(j)

Promotion.
Licensee hereby authorizes LibRaw during the Term to use Licensee’s company
name on LibRaw’s Website and in other promotional marketing materials in connection with
LibRaw’s marketing and promotion efforts.

IN WITNESS WHEREOF, each Party has executed this License and represents and warrants that its execution has
been duly authorized.
LIBRAW, LLC

LICENSEE
_________________________________

By: ______________________________

By: ______________________________

Name: ___________________________

Name: ___________________________

Title: ____________________________

Title: ____________________________

