This end user license agreement (hereinafter referred to as the “ EULA”) constitutes a legal and binding agreement between PDF PRO LTD., with registered office at Suite 1701-02, 17/F, FWD Financial Centre, 308 Des Voeux Road Central, Hong Kong, Business Registration no. 58027153-000-12-1, including its subsidiaries, affiliates and contractors acting on its behalf (hereinafter collectively referred to as “ Us”, “ We”, or “ Our”) and the end users and their heirs, agents, successors and assigns (hereinafter singularly and collectively referred to as “ You” or “ Your”) that use any of Our software products “PDF Pro”, “PDF Creator”, “PDF Reader”, “PDF Editor” and “PDF Writer”, and any related documentation (including, without limitation, standard product documentation, user and technical documentation, further documents that describe the standard functionalities thereof, etc.), application, component and any modification or update thereof (hereinafter any and all the items above mentioned will be singularly and collectively referred to as the “ Software”).
IMPORTANT NOTICE: Your continued use of the Software constitutes Your expressed acceptance of and agreement to be bound by this EULA, as in force from time to time. Therefore, You understand and acknowledge that by downloading, accessing, installing or using the Software You agree to be bound by the terms of this EULA. If You do not accept such terms in their entirety, You must not download, access, install or use the Software. If You agree to this EULA on behalf of an entity, You represent and warrant that You have the authority to bind that entity to this EULA. In such event, “You” and “Your” will refer and apply to that entity or agency.
1. LICENSE – RIGHT TO USE THE SOFTWARE
1.1. Grant of license.
Subject to Your timely payment of all applicable fees, You are granted a limited, personal, worldwide, non-assignable, non-sublicenseable, non-transferable and non-exclusive license to use the Software, as specified in the related related purchase order which shall be deemed to be incorporated herein (hereinafter referred to as the “ Order”). Unless otherwise specified in the Order, You are permitted to use the Software only on one (1) computing device.
1.2. Scope of the license
You agree that You will use the Software only in connection with Your own normal internal use, and You will not, without Our express written permission, sell, lease, or otherwise provide or make available – either directly or via a web interface, or otherwise – the Software to any third party or use it for benefit of any third party.
The Software is provided in the following languages: English, French, German, Spanish. Support is provided in English only, but We may send machine-translated messages if You let Us know that You do not speak English.
1.4. Reservation of rights
We expressly reserve all rights not expressly granted to You in this EULA.
2. MINIMUM REQUIREMENTS AND ACTIVATION
2.1. Minimum requirements
In order to fully install the Software, You shall have a Windows-based PC, with Windows 7 at a minimum operating system, and at least 150MB free RAM and 300Mb free hard disk space. You agree that You are solely responsible for these requirements.
2.2. Software license activation
In order to run the Software, You shall activate a license key by providing Us with complete and accurate information as prompted by the Order form. To such purpose, You expressly acknowledge and agree that: (i) as part of Our measures for verifying the use of the activation keys, when an internet connection is open, the Software may test the validity of the key used for the same; (ii) activating or running the Software beyond a certain period of time may require the entry of a license activation key previously supplied to You.
3. TRIAL, SUPPORT AND UPDATES
In case You apply for a trial, We will make the required Software available to You on a trial basis, free of charge, until the earlier of: (i) the trial period of 15 (fifteen) days from the Software’s installation, or (ii) the start date of the Software fully ordered and purchased by You before the end of the said trial period. You acknowledge and agree that, when in trial mode, the Software places a watermark on the bottom of any newly created or edited file therewith.
We will use commercially reasonable efforts to provide You with email support within 2 (two) business days from Your support request.
We, in Our sole discretion, reserve the right to add additional tools, utilities, third-party applications, features or functions, or to provide bug fixes, updates and upgrades, to the Software in order to improve and enhance the features and performance thereof (hereinafter collectively referred to as the “ Updates ”). In case We provide Updates, this EULA shall automatically apply thereto, unless We provide other terms along with such Updates. Any Updates, if available, will provided to You free of charge until the end of the first year of duration of this EULA, thenceforth the Updates will be subject to Your payment of the applicable fees, as provided in Sect. 5.1).
4. YOUR RESPONSIBILITIES
4.1. General responsibilities
You are entirely responsible for the use of the Software and, to such purpose, You shall not use (or induce others to use) the Software for any activity that violates any applicable local, state, national, and international law, statute, rule, ordinance or regulation (hereinafter singularly and collectively referred to as the “ Law”).
4.2. License key confidentiality
You are entirely responsible for safeguarding and maintaining the security and confidentiality of Your Software’s license key(s). You acknowledge and accept that We will assume that any person using Your Software’s license key(s), either is You or is authorized to act on Your behalf. You undertake not to share Your Software’s license key(s) to any third party and to make every reasonable effort to prevent unauthorized third parties from accessing Your Software. You agree to immediately notify Us if You have reasons to believe that Your Software’s license key(s) has/have been stolen.
4.3. Authorized Persons
You may authorize Your employees to access the Software, provided that such access shall be for Your sole benefit and in full compliance with this EULA. To such purpose, You shall be responsible for your employees’ compliance with this EULA as well as for all activities that occur as a result of their access to the Software.
To any third party’s claim arising out of a violation of Your obligations under this Section, Sect. 10 (Indemnification) shall apply, in addition to any other rights or remedies afforded to Us under this EULA and/or as per the applicable Law.
5. LICENSE FEES AND REFUND
5.1. License fees
Fees due for the rights granted herein, as well as payment terms thereof, are specified in the applicable Order. The Updates service mentioned in Sect. 4.1) is free of charge for the first year of the term this EULA, while after the expiry of this period, Updates to the Software are subject to purchase, at the then-current applicable fees.
We offer a 30-days money-back satisfaction warranty in case of You are not satisfied regarding the use of Software. This warranty shall not apply if: (i) the Software has not been used in accordance with this EULA; (ii) Your dissatisfaction has been caused by Your failure to apply Updates or any other action or instruction recommended by Us; (iii) Your dissatisfaction has been caused by Your act or omission; or (iv) Your dissatisfaction results from any cause outside Our reasonable control. We do not refund for lack of usage or for the discontinuation, for any reason, of any Software’s service or functionality.
6. TERM AND TERMINATION
6.1. Term and termination
This EULA is effective on the first day on which the Software was made available to You (through license key activation, delivery or otherwise provided in the second paragraph of this EULA, titled “IMPORTANT NOTICE”), and shall remain in force for an undefined term, until terminated terminated either: (i) by You, at any time, by uninstalling the Software; or (b) by Us, at any time, in case of Your breach of any term herein provided, without notice or liability of any kind in such respect. Upon the termination of this EULA, the applicable Software license key(s) will be deactivated and You no longer have rights to access or use the Software.
6.2. Obligations surviving termination
Provisions that survive termination or expiration of this EULA are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. Our ownership
We as Our licensors hold and retain all an any title and interest in and to the Software and in any Intellectual Property Right associated therewith. Therefore, nothing in this EULA will be interpreted as a transfer, in whole or in part, of any right in the Software to You or any other third party. For the purposes of this EULA, “ Intellectual Property Rights” means all intellectual property and other similar proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including such rights in and to: (i) trademarks, logos, trade names, and the goodwill associated with the foregoing; (ii) patents and patent applications, and any and all divisions, continuations, reissues, reexaminations, and extensions thereof; (iii) writings and other works of authorship; (iv) trade secrets, know-how, non-public information, proprietary information and confidential information, and rights to limit the use or disclosure thereof by any person; (v) software, including data files, source code, object code, application programming interfaces, databases and other software-related specifications and documentation; (vi) domain names, uniform resource locators, and internet addresses; (vii) technical information, specifications, drawings, records, documentation, ideas, knowledge, invention disclosures or other data; (viii) claims, causes of action and defenses relating to the enforcement of any of the foregoing.
7.2. Third-party license attribution
The “QT for Application Development” is licensed and distributed by Us under the LGPLv3 open source license (available at https://www.gnu.org/licenses/lgpl-3.0.en.html). More information about the QT project can be found at http://info.qt.io/download-qt-for-application-development You can contact Our support for instructions on how to relink the QT library, or to receive the QT source code copy. Furthermore, Our Software has been also granted: (i) a commercial license with royalty-free distribution of the DynaPDF library, which can be purchased at https://www.dynaforms.com; (ii) a developer license with royalty-free distribution for the Universal Document Converter library, which can be purchased at https://www.print-driver.com/.
7.3. Your obligations for Our Intellectual Property Rights preservation.
You must not, and must not cause or permit others to: (i) remove or alter any Software identification code, marking or notice, either Our or Our licensors’; (ii) copy, modify, adapt, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish any the Software or any part thereof; (iii) perform or disclose any benchmark or performance tests of the Software or any associated infrastructure (such as, without limitation, network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, penetration testing, etc.); (iv) license, sell, rent, lease, transfer, assign, distribute, host, outsource, or otherwise commercially exploit or make available the Software to any third party.
7.4. Your feedbacks and suggestions
We may freely use Your feedbacks, suggestions, or ideas in any way, including in future modifications of the Software, Updates, other products or services, advertising or marketing materials. To such purpose You grant Us a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty free license to use the feedback You provide to Us in any way. Notwithstanding the preceding, We will not sell, publish or share Your feedback in a way that could identify You without Your explicit permission.
8. PRIVACY AND DATA PROTECTION
8.2. Our right to access data
To the maximum extent permitted by the applicable Law, We expressly reserves the right to access, read, preserve, and disclose any information as we may reasonably believe necessary to: (i) satisfy any applicable Law or any Authority request; (ii) enforce this EULA (including investigation of potential violations thereof) or Our Intellectual Property Rights; (iii) detect, prevent, or otherwise address fraud, anti-piracy, security or technical issues (including, without limitation, verify a valid registration, the number of instances launched by the Software, the device IP address, the version of the Software, etc.); (iv) conduct internal statistics and analytics on an anonymized basis, including tracing the use of the Software for the purpose of correctly provide Updates, functionalities and improvements, or for security reasons.
9. WARRANTY AND LIABILITY
9.1. DISCLAIMER OF WARRANTY
THE SOFTWARE IS PROVIDED “AS IS” AND “WITH ALL FAULTS”, WITHOUT WARRANTY OF ANY KIND. EXCEPTION MADE FOR THE WARRANTY IN SECT. 5.2) AND TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE. TO THE FULLEST EXTENT PERMITTED OR AUTHORIZED BY LAW AND WITHOUT LIMITATION OF THE FOREGOING, WE DO NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
9.2. DISCLAIMER OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW AND EXCEPTION MADE FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY TO THE EXTENT THAT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED BY THE APPLICABLE LAW, IN NO EVENT SHALL WE 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 DATA OR PROFITS, BUSINESS INTERRUPTION, ETC.) 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 THE SOFTWARE, EVEN IF WE ARE AWARE OF OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS EULA.
9.3. EXCLUSIVE REMEDY
IF ANY LIMITATION, EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS EULA IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION AND WE BECOME LIABLE THEREBY FOR LOSS OR DAMAGE THAT MAY LAWFULLY BE LIMITED, OUR CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS EULA SHALL NOT EXCEED THE AGGREGATE FEES PAID BY YOU FOR THE SOFTWARE. NOTWITHSTANDING THE PRECEDING, YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SOFTWARE AND ANY RELATED SERVICES, OR ANY OTHER GRIEVANCE AFTER THE TERM PROVIDED IN SECT. 5.2), SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF, THE SOFTWARE.
You shall indemnify and hold Us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) arose by any claim made by any third party (including, without limitation, any agency, public administrations, entities, etc.) against Us in connection with any of Your: (i) violation or breach of any term of this EULA; (ii) violation of any applicable Law, whether or not referenced herein; (iii) use or misuse of the Software.
You expressly agree and acknowledge that any violation of Your obligations pursuant to this EULA may cause Us irreparable harm and damage, which may not be recovered at law. Therefore, You agree that Our remedies for breach of this EULA may be in equity by way of injunctive relief, as well and any other relief available, whether in law or in equity.
11.1 Discontinuation policy
The Software is subject to Our discontinuation policy, so that We reserve the right to discontinue all support for the Software and/or for any related feature, service, content or Updates, in accordance with such discontinuation policy.
You are not allowed to assign this EULA or any rights hereunder, unless with Our previous written consent. Conversely, We are allowed, at Our sole discretion, to assign this EULA or any rights hereunder to any third party, without giving prior notice.
11.3. Independent entities
We are an independent contractor, so no partnership, joint venture, or agency relationship exists between Us and You. You and Us are each responsible for paying their own employees, including employment related taxes and insurance.
11.4. Force majeure
We shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond Our reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, lockouts, or shortages of transportation, facilities, fuel, energy, labor or materials. In the event of any such delay, We will be excused from such performance to the extent it is delayed or prevented by such cause.
11.5. No implied waiver
Any tolerance or silence by Us, even if on a continuous and reiterated basis, in relation to any breach or default by You of any provision of this EULA shall not be considered as a consent to such breaches and defaults and shall not affect the validity of the clause breached nor shall be construed as a waiver to any of the rights pertaining to Us pursuant to this EULA and/or the applicable Law.
11.6. Governing law and exclusive jurisdiction
This EULA is governed by the substantive and procedural Law of Hong Kong, without regard to conflict of law provisions. Any dispute arising out of, or relating to, this EULA shall be submitted to the exclusive jurisdiction of the Hong Kong Court(s).
Should any part of this EULA be declared illegal or unenforceable, the remaining portion will remain in full force and effects.
We may, in our sole discretion, amend this EULA at any time by posting a revised version thereof on Our website at www.pdfwriter.com/eula/, providing reasonable advance notice of any amendment that includes a change that reduces Your rights or increases Your responsibilities. Your continued use of the Software following changes to the EULA after the effective date of a revised version thereof constitutes Your expressed acceptance of and agreement to be bound by the EULA as in force from time to time.