This End-User License Agreement (this “EULA”) is a legal agreement between you (“Licensee”) and GEHTSOFT USA LLC, (“Licensor”), the author of GS PDFFlow Library (the “Software”), the deliverables provided pursuant to this EULA, which may include associated media, printed materials, and “online” or electronic documentation.
By using the Software for commercial purpose on a Server or Servers in Shared Development Environment or Production environment, Licensee agrees to be bound by the terms and conditions set forth in this EULA. If Licensee does not agree to the terms and conditions set forth in this EULA, then Licensee may not download, install, or use the Software.
1. Grant of License.
(a) Subject to the provisions of this EULA, Licensor hereby grants to Licensee, and Licensee accepts, a non-exclusive right and license, without right to sublicense, to use and copy the Software.
(b) At any given time, the computer, that can be accessed by more than one user at the same time, and on which the Software executes in accordance with this Agreement shall be deemed the “Computer” or the “Server”.
(c) Licensee may use a maximum of one (1) instance of the Software per Server. By using the Software, the Licensee agrees to comply with all applicable laws and regulations of the United States of America and of other jurisdictions (national, state and local) to the extent that they may govern Licensee’s use of the Software. Without limiting the forgoing, the Licensee shall not (directly or indirectly) export, re-export, import, transfer or divert the Software in whole or in part (i) without all necessary authorizations required by law, or (ii) to any prohibited destinations or any prohibited person, entity or end user as specified by U.S. export control laws
(d) Licensee may not:
- remove or modify any Software markings or any notice of Licensor proprietary rights;
- remove or modify any reference to the Licensor, or this license or any ownership and copyright marks or references in this Software if made available in any manner to any third party;
- assign this agreement or give or transfer the Software or an interest in them to another individual or entity;
- compete with Software or provide direct access to the Software to the Licensee’s customers or users;
- disclose results of any Software benchmark tests without Licensor prior consent.
(d) In the event that malfunction of hardware, software other than the Software, communications equipment, or any act of God renders it impossible, extremely difficult, or dangerous to use the computer or to use it at any location, Licensee may execute the Software on a different computer and/or at a different location.
2. Description of Rights and Limitations.
(a) Limitations. Licensee and third parties may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding the limitation.
(b) Update and Maintenance. Licensor shall provide updates and maintenance on the Software from time-to-time. Any such updates or modifications become part of the Software for all purposes of this Agreement.
(c) Separation of Components. The Software is licensed as a single product. Its components may not be separated for use on more than one computer.
3. Title to Software.
Licensor represents and warrants that has the legal right to enter into and perform its obligations under this EULA, and that use by the Licensee of the Software, in accordance with the terms of this EULA, will not infringe upon the intellectual property rights of any third parties.
4. Intellectual Property.
All now known or hereafter known tangible and intangible rights, title, interest, copyrights and moral rights in and to the Software, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and information, are owned by Licensor. The Software is protected by all applicable copyright laws and international treaties.
Licensor will provide technical support via ticket system available at https://github.com/gehtsoft-usa/PDF.Flow.Examples/issues, for a time period of twelve (12) months from the date of installation. Tickets will be reviewed and resolved in a timely and professional manner; however, Licensor cannot guarantee that the tickets will be processed in first-come first-serve manner. Licensor will prioritize tickets based on severity and estimated time to fix.
6. Duration, Extension and Returns.
The term of the license under this EULA is effective for one (1) year, subject to termination provisions as more particularly described below:
(a) Automatically terminated or suspended if Licensee fails to comply with any of the terms and conditions set forth in this EULA; or
(b) Terminated or suspended by Licensor, with or without cause.
In the event this EULA is terminated, you must cease to use of the Software and destroy any and all copies of the Software.
Licensee may terminate this End User License Agreement and request a Refund within 30 days of the payment done pursuant to Section 7 of this Agreement. All refunds will be processed within 15 business days. The funds will be returned to whatever payment method (credit card, bank account) that the payer initially used to make the payment.
In the event this EULA is terminated, you must cease to use of the Software and destroy any and all copies of the Software.
Licensee shall make to Licensor the following payments: Upon Licensee’s execution of a copy of this Agreement (by using the Software for any commercial purpose), the sum of $900 (nine hundred US dollars) per each Server where the Software is used.
During the term of this license, upon Licensor’s written request, Licensee shall allow Licensor or Licensor’s representative to inspect and make copies of such records required to verify the quantity of licenses used; provided that any such inspection shall take place during regular business hours no more than once per year and Licensor provides Licensee with at least five business days advance written notice.
This EULA shall be deemed to have been made in, and shall construed pursuant to the laws of the State of New Jersey, without regard to conflicts of laws’ provisions thereof. Any legal action or proceeding related to this EULA shall be brought exclusively in courts located in the County of Sussex, State of New Jersey, and each party consents to the
This EULA is not assignable or transferable by Licensee, and any attempt to do so would be void.
No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of the EULA shall be adjudged by any court of competent jurisdictions to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this EULA shall otherwise remain in full force and effect.
(a) Licensor warrants, represents and covenants that:
(i) it has the right to grant the licenses set forth herein in all the intellectual property embodied in the Software;
(ii) At the time of Delivery, the Software includes no virus, or any other code, that may enable Licensor or any other party, without Licensee’s consent, to (i) terminate Licensee’s effective use of the Software, (ii) erase, destroy, corrupt or modify any data of Licensee, or (iii) bypass any internal or external security measure to obtain access to any data in the Computer or elsewhere. Upon becoming aware of any such code, Licensee shall immediately give Licensor notice of same with appropriate details.
(c) Licensor does not warrant that the operation of the Software will be uninterrupted or
error-free, or that the Software will meet Licensee’s contemplated applications.
(d) LICENSOR, AND AUTHOR OF THE SOFTWARE, HEREBY EXPRESSLY DISCLAIM ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDED, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTIABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSEE ACCEPTS ANY AND ALL RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE.
12. Limitation of Liability.
LICENSOR SHALL NOT BE LIABLE TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE ANY LOSS OF PROFITS, INCOME, SAVINGS, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGE, WHETHER ARISING IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. UNDER NO CIRUMSTANCES SHALL LICENSOR’S AGRREGATE LIABILITY TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE, EXCEED THE FINANCIAL AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE.
13. Proprietary Rights.
(a) Except as otherwise expressly set forth herein, as between the Parties, Licensor owns all right, title, and interest in the Software, including without limitation all trade secret, copyright, and patent rights. For the purposes of this Agreement, the term “trade secrets” shall include (i) all data structures and algorithms on Licensor’s software which are not readily perceptible from the screen displays or user documentation; (ii) all source code which is not revealed to the end user in screen displays or user documentation; (iii) any materials labeled “confidential” or “trade secret.”
(b) Except as necessary to use it as permitted herein and to make a reasonable number of back-up or archival copies, Licensee shall not copy the Software or permit any other party to do so. Licensee may make as many copies of the documentation included in the Software as are necessary or useful for it to use the Software in accordance with this Agreement. All copies of the Software made by Licensee shall bear any proprietary legends and markings of Licensor that are present on the copy or copies received by Licensee.
(c) Licensee shall not disclose the Software except to its employees whose job function requires disclosure to them of the Software. Licensee shall inform each such employee of this restriction. Licensor acknowledges that from time-to-time Licensee may engage independent contractors to assist it in its data processing activities. Licensor agrees that Licensee may disclose Licensor’s trade secrets to such independent contractors on the same basis as it is authorized by this agreement to disclose such information to its own employees, provided such independent contractors are informed of the restrictions on use and disclosure contained in this agreement and agree in writing to be bound by such provisions.
(d) Licensee shall inform Licensor of any unauthorized disclosure, copying, or use promptly upon discovering same.
(e) Licensee’s obligations under these confidentiality provisions shall not extend to any information which:
(i) is already known to Licensee without any obligation to keep confidential prior to its disclosure by Licensor;
(ii) is legally received by Licensee from a third party who is under no confidentiality obligation to Licensor or any other person;
(iii) becomes public knowledge through no wrongful act of Licensee;
(iv) is furnished to a third party by Licensor without a similar restriction on that third party’s right to use or disclose it; or
(v) is disclosed pursuant to the mandatory requirements of a Governmental agency or under Court order.
(a) Licensor agrees to indemnify and hold harmless Licensee, its directors, officers, employees, and agents against any and all claims, whether asserted in litigation or not, that the Software or a part thereof infringes or otherwise violates the patent, copyright, trade secret or other intellectual property right of any party. This indemnity covers damages judgments, settlement amounts, attorney fees and other costs. Licensee shall transmit to Licensor notice of any such claim within five (5) days of acquiring knowledge of same and shall cooperate with Licensor in defending the claim. Licensor shall have the right to select counsel, and Licensee shall not settle such claim absent authorization form Licensor.
Provided, however, that Licensor shall have no obligations under this section of the agreement to the extent arising of:
- Use of the Software in combination with any materials, other software or equipment, not provided by the Licensor, if the infringement would have been avoided by use of the Software not so combined; or
- Any modifications or changes to the Software by or on behalf of any person other than the representative of the Licensor.
(b) If Licensee is enjoined or threatened with an injunction that would preclude it from using the Software, Licensor at its option shall modify the Software so as to render it noninfringing, or purchase for Licensee a license to use the Software or functionally similar equivalent non-infringing software. If neither of these options is feasible, Licensor shall promptly refund to Licensee all amounts paid by Licensee to Licensor hereunder, reduced by the amount representing a licensing fee, based on the assumption that the useful life of the Software was limited to one (1) year, for Licensee’s use of the Software for the period prior to the injunction.
On termination of this Agreement, at its option Licensee shall either (i) return to Licensor all copies of the Software or any part thereof in its possession, custody or control, or (ii) destroy all such copies and certify to Licensor in writing to their destruction.
(a) This Agreement shall be binding upon and inure to the benefit of the successors, receivers, and assigns of the Licensor. Absent Licensor’s prior written consent, Licensee’s interest in this Agreement may not be assigned except to (i) an affiliate of Licensee, or (ii) a purchaser of all Licensee’s stock, or substantially all Licensee’s assets in connection with which the Software is used.
(b) Failure of a Party to exercise a right hereunder shall not be deemed a waiver of any right hereunder.
17. Entire Agreement.
This EULA constitutes the entire agreement between Licensor and Licensee and supersedes all prior understanding of Licensor and Licensee, including any prior representation, statement, condition, or warranty with respect to the subject matter of this EULA.
18. Additional changes.
Licensor reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new and additional rules, policies, terms, or conditions on your use of the Software (“Additional terms”) without notice. Such Additional Terms will be effective immediately and incorporated into this Agreement. You continued use of the Software hereby constitutes your acceptance of the Additional Terms.
For additional information regarding this EULA, please contact:
Gehtsoft USA LLC
5100 Western Boulevard
Raleigh, North Carolina 27606