End User License Agreement

Product license agreement for ComPDFKit

The ComPDFKit License Agreement (hereinafter referred to as the " Agreement") is entered into a legally binding agreement between You (either you personally if you have acquired the Product, as defined below, for yourself, or another legal entity which has acquired the Product and for which you warrant that you have the capacity and authority to bind to this Agreement, hereinafter referred to as the “You” or “Licensee”) and licensor: PDF Technologies, Inc. (hereinafter referred to as the "Licensor") about the ComPDFKit product (hereinafter referred to as the "Product") provided by the Licensor. Please read this Agreement carefully. If the Licensee installs, executes, or otherwise uses this Product, it shall be deemed to agree to be bound by the terms of this Agreement. If the Licensee does not agree to this Agreement, please do not install, execute, or otherwise use it.

Article 1: Definition

The specific terms used in this Agreement have the following meanings:
  1. 1. ComPDFKit: refers to a functional development kit product independently developed and released by Licensor for reading, commenting, and converting PDF documents; and allows users to read, annotate, and convert PDF documents on Windows, Mac, iOS, Android, and Web platforms. SDK products for format conversion, etc. SDK is a set of software development tools that allow the creation of applications for a software package, software framework, hardware platform, computer system, electronic game console, operating system, or similar development platform.
  2. 2. User/End User: refers to the natural person, legal person or other organizations who has obtained an authorization through the agreement to install, execute, use, and copy this Product on computers, mobile devices, or other related electronic devices within the scope of authorization.
  3. 3. Related services: refers to the upgrade, update, obstacle removal, technical support that users need to apply or request from the Licensor by the License Agreement, user manual, online help files, or other policies or related plans published in the name of the Licensor. and other services.
  4. 4. Data: refers to the data content that users need to search, analyze or use in other ways on the software interface provided by the functions provided by the software and technologies provided by the Licensor.
  5. 5. License: refers to the license obtained by licensing the user to install, execute, use, and copy on a single or multiple computers, mobile devices, or other related electronic devices of a specific group or unit.

Article 2: Scope of License

  1. 1. Licensor grants to you a nontransferable license to use the Licensed Application on any ComPDFKit products that you own or control and as permitted by the Usage Rules.
  2. 2. The Software can be distributed in your applications only with a valid license. The full SDK package can be shared within your company or working team. You can share the full SDK package inside your company or working team. Any other distribution, whether transmitted via email, physical media, website or other electronic delivery system is not allowed.
  3. 3. Applications using unlicensed versions of ComPDFKit shall be used only for testing and/or demoing purposes. Licensees can distribute, publish and sell applications only containing licensed copies of ComPDFKit. Each license will be strictly tied to a unique application package, bundle-id/application or Baseboard serial number/developer identifier.
  4. 4. Each application, identified by a unique application bundle id (on iOS/macOS) , application ID for Android, or Baseboard serial number (on Windows platforms) requires a single commercial license for each Operating System. You can only distribute the licensed library in your application on the Apple AppStore, MS Store, Google Play and other public marketplaces when you get an external use promise from the Licensor. You are not allowed to distribute generated binaries via private repositories, storages and marketplaces. You’re equally not allowed to distribute binaries as preloaded Application in devices (ie.: builtin as a system app, OEM app, odm, app, etc.).
  5. 5. The Licensor only grants the End User the right to install, execute, use the Product, and to request Peripheral Service in the manner as set forth herein. The ownership of the Product will not be transferred to the End User paying the consideration.
  6. 6. Licensees may describe all rights and obligations of this Agreement to specific groups or units.
  7. 7. The Product shall be licensed for use on the computer, mobile device, and other similar electronic devices as specified by the End User. The license will not be valid without specifying a device. The End User shall obtain the license respectively for the installation, execution or use of the Product on different computers, mobile devices or other similar electronic equipment. With respect to SDK licensing, the End User shall specify the number of computers, mobile devices or other similar electronic devices on which the Product is to be installed, executed and used, which shall be deemed valid only after being expressly stipulated herein. The devices used for installation, execution and use of the Product exceeding the specified number shall be regarded as unlicensed. As for the ways to specify, where the End User enables other people operating the electronic device to execute the Product via Internet connection is not covered herein.
  8. 8. The license scope of this Product includes the behavior of installing, executing, using this Product, and using data on designated computers, mobile devices, or other related electronic devices. However, if the related services are upgraded and updated, the appearance of the Product must be marked as the upgraded version will replace or supplement the original software, and the license of the upgrade and update will be obtained. Without the consent of the Licensor, the user shall not lend, lease or sell this Product, transfer this Product or each functional part by other technical means or allow others to use it.
  9. 9. The user may copy this Product on a designated computer, mobile device, or other related electronic devices, but shall not transfer the copied product to a non-specified computer, mobile device, or other similar electronic devices.
  10. 10. The following objects shall be regarded as part of this Product and bound by this Agreement. -The End User's software complement code. -The upgraded, expanded or modified version of the Product through Peripheral Service. -The user manual and other written documentation related to the Product furnished by the Licensor.
  11. 11. The Users are not allowed to perform reverse engineering on, decompile or disassemble the Product or crack the source code.

Article 3: Copyright Ownership

The licensor or the license of data origin shall own the copyright on the images, pictures, animations, videos, sound effects, music, text, software code and any other objects contained in the Product which can be subject matters of copyright. Except as expressly agreed herein, the User may not replicate, alter, distribute or otherwise to use these objects without a license from the copyright holder. The above requirements apply to user manuals and other written documentation provided by the Licensor as well.

Article 4: Limitations of Rights

The Licensee shall not reverse assemble, decompile, decrypt, decipher, simulate, apply or use restoration engineering or any other technology to the licensed target to perform any act that intends to know or may know the source code.

Article 5: Ownership of Intellectual Property Rights

  1. 1. The Licensee shall not obtain the existing and future ownership, patent, copyright, trade secret, technology (KNOW-HOW), or other intellectual property rights of the licensed target due to the licenses of this Agreement, And shall not apply to any relevant authorities for registration of patents, copyrights, trademarks or other intellectual property rights in any country by itself or by a third party (including but not limited to Licensee’s affiliates (if any)) with the purpose of authorization.
  2. 2. If the Licensee violates the agreement in the preceding paragraph and applies for or obtains the intellectual property rights related to this Product, the Licensor may request the licensee to transfer or request the Licensee to return, or destroy the confidential information and all derivatives at any time.
  3. 3. The Licensee shall not separate and install the authorized software on different devices, publish, copy, modify, rent, lease, sell, export, import, distribute or lend the authorized software or services, transfer the authorized software, any right to access or use any license or service.
  4. 4. All the information collected and obtained by the Licensee for the purpose of the user License, as well as all the information developed and created by the Licensee for the purpose of the user license, belong to the licensee.

Article 6: Warranties and Limitation of Liability

  1. 1. Licensor Guarantee: The Licensor guarantees that it has legal and complete intellectual property rights concerning the subject of the license.
  2. 2. Limitation of Liability: TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. Any disputes or disputes between licensee and a third party that are not caused by the Product during the use of the product shall be borne and resolved by Licensee on its own.
  3. 3. Implied Warranties: To the maximum extent permitted by law and except for the express warranties in this Agreement, ComPDFKit provides the Products and Services on an "as-is" basis. ComPDFKit, its Affiliates, and third-party providers disclaim and make no other representation or warranty of any kind, express, implied or statutory, including representations, guarantees or warranties of merchantability, fitness for a particular purpose, title, non-infringement, or accuracy. Customer acknowledges that (A) neither ComPDFKit, its Affiliates nor its third-party providers controls Customer equipment or the transfer of data over communications facilities (including the Internet); (B) the Products and Services may be subject to limitations, interruptions, delays, cancellations, and other problems inherent in the use of the communications facilities (including search engines and social media channels); and (C) it is fully responsible to install appropriate security updates and patches. ComPDFKit, its Affiliates, and its third-party providers are not responsible for any interruptions, delays, cancellations, delivery failures, data loss, content corruption, packet loss, or other damage resulting from these problems.

Article 7: Payment of Fees

This section 2 applies only if Customer orders the Products and Services directly from ComPDFKit. If Customer orders the Products and Services from a ComPDFKit Partner, payment terms are agreed between Customer and the ComPDFKit Partner.
  1. 1. Payment: CustomersCustomer must pay the fees according to the payment terms in the Sales Order. All invoices will only be delivered electronically to Customer. ComPDFKit may charge interest at a monthly rate equal to the lesser of 1% per month or the maximum rate permitted by applicable law on any overdue fees, from the due date until the date the overdue amount (plus applicable interest) is paid in full. Any fees that are unpaid as of the date of termination or expiration will be immediately due and payable. Customer agrees to provide clear indication within its form of payment, or emailing to support@compdf.com, as to which invoices payment should be applied no later than the date of payment. If Customer is not a publicly-traded corporation, upon ComPDFKit's request, Customer will provide the necessary financial documents to allow ComPDFKit to ascertain the credit-worthiness of Customer.
  2. 2. Failure to Pay: If Customer fails to pay any amount due under this Agreement according to the payment terms in the Sales Order (and not disputed as described in section 2.3), ComPDFKit will send Customer a reminder notice. If Customer fails to pay within 15 days of the date of the reminder notice, ComPDFKit may, in its sole discretion, terminate the applicable Sales Order or suspend or restrict the provision of any and all Products and Services.
  3. 3. Disputes: If Customer believes in good faith that ComPDFKit has incorrectly billed Customer, Customer must contact ComPDFKit in writing within 30 days of the invoice date, specifying the error. Unless Customer has correctly notified ComPDFKit of the dispute, Customer must reimburse ComPDFKit’s reasonable collection costs. Customer must pay the undisputed portions of ComPDFKit’s invoice as required by this Agreement.
  4. 4. Taxes: Prices do not include applicable taxes. ComPDFKit will invoice Customer for any applicable taxes, and Customer must pay these taxes. Where applicable, Customer must provide a tax-exemption claim to ComPDFKit before placing an order. If Customer is required to withhold income taxes from its payment to ComPDFKit, Customer agrees to send ComPDFKit an official tax receipt within 60 days of payment to ComPDFKit.

Article 8: Refund

  2. 2. In rare instances ComPDFKit may, at our discretion, issue a refund if ComPDFKit cannot resolve a substantial issue where the product does not conform to the product's documentation. When ComPDFKit deems a refund is appropriate, the refund paid will be the purchase price minus the order processing and banking fees (5% of the purchase price). In such instances, ComPDFKit requires that purchaser to provide enough information for us to positively identify the original purchase transaction (e.g., order number, company name, date of transaction, purchase code, number of licenses purchased, etc.).

Article 9: Confidentiality

  1. 1. Confidential information under this Agreement refers to the confidential information disclosed by Licensor for the implementation of this Agreement, including but not limited to: technical and other confidential procedures, data, plans, reports, forecast data, translation materials, and non-patent Technology, design, production methods, information sources, etc. belong to the confidential information of the licensor.
  2. 2. For the confidential information disclosed, known or likely to be known for the implementation of this Agreement, the Licensee is obligated to keep confidential, and the confidentiality obligation will not be terminated due to the termination or discharge of this Agreement. The Licensee shall not disclose the Confidential Information to any third party without the written permission of the Licensor. Violation of the provisions of this article shall compensate the Licensor for all losses suffered thereby. (including but not limited to attorney fees, litigation or arbitration fees, travel expenses, announcement fees, execution fees, etc.).

Article 10: Dispute Resolution

  1. 1. Applicable law: this Agreement interprets and applies local and international copyright law.
  2. 2. Any disputes or disputes between the parties due to this Agreement or breach of this Agreement shall be resolved through active negotiation by all parties. If the negotiation fails, either party may submit the disputed matter to the local International Economic and Trade Arbitration Commission, which will be valid at that time. The arbitration rules shall be used for arbitration. The arbitral award is final and binding on the parties. If the dispute or dispute between the two parties involves confidential information, both parties shall strictly abide by the confidential information during the litigation in dispute, including but not limited to taking necessary legal actions such as applying for a secret order.
  3. 3. During the dispute resolution period, both parties continue to have their other rights under the Agreement and shall continue to perform their corresponding obligations under this Agreement.

Article 11: Termination of the Agreement

  1. 1. If the Licensee fails to pay the license fee according to the Agreement, the Licensor may terminate the Agreement in accordance with the provisions of the third paragraph of Article 9. If the Licensor chooses to continue to perform the Agreement, it may also choose to issue a written reminder to the Licensee. If the Licensee still fails to perform within 15 days after the aforementioned reminder notice is issued, the Licensor may notify the Licensee in writing to terminate this Agreement. Effective immediately when the notice is sent.
  2. 2. If either party stops business, reorganizes, dissolves, divides, merges, goes bankrupt, or seizes major assets, the other party must terminate this Agreement in writing.
  3. 3. Unless otherwise stipulated in this Agreement, when either party breaches the obligations of this Agreement, the other party shall terminate this Agreement in written notice; however, if it is possible to make corrections, it shall notify the breaching party in writing to make corrections within 30 days.
  4. 4. After the expiration, cancellation, or termination of the license period of this Agreement, the Licensee shall immediately stop exercising the rights obtained under this Agreement, and the Licensor shall require the Licensee to return or destroy all or part of the confidential information and the Product provided by the Licensor. Items and related data (including photocopies, manuscripts, and electronic files, etc.)。

License and Intellectual Property Rights

  1. 1. Complete agreement: This Agreement constitutes the complete agreement between the parties, and will become effective after being signed by both parties, and supersedes other written and oral agreements or understanding between the parties concerned with this event.
  2. 2. Matters not covered: If there are matters not covered in this Agreement, both parties agree to negotiate peacefully based on the principle of good faith and deal with them by relevant laws and regulations.
  3. 3. Agreement modification: the Licensor needs to update or revise the content of this Agreement by laws and regulations or actual business needs, and it will take effect after publishing or notifying users. During the term of this Agreement, the Licensee shall be bound by the updated terms.
  4. 4. Partial invalidity: If part or all of the terms of this Agreement are invalid or unenforceable due to legal or other reasons, it will not affect the validity of other terms of this Agreement.
  5. 5. Without the written consent of the Licensor, the Licensee shall not transfer the rights or obligations under the Agreement to a third party, including the Licensee's affiliates (if any).
  6. 6. Number of copies of the Agreement: The original copy of this Agreement is in duplicate, which will take effect after being signed by both parties, and each party will hold one copy, each of which has the same legal effect.