ByteScout™ “PDF SDK” LICENSE AGREEMENT
NOTICE TO LICENSEE:
THIS IS A CONTRACT. THIS LICENSE AGREEMENT IS A LEGALLY BINDING CONTRACT THAT SHOULD BE READ IN ITS ENTIRETY. YOU WILL BE ASKED TO ACCEPT THIS AGREEMENT AND CONTINUE TO INSTALL OR, IF YOU DO NOT WISH TO ACCEPT THIS AGREEMENT, TO DECLINE THIS AGREEMENT, IN WHICH CASE YOU WILL NOT BE ABLE TO USE, INSTALL OR OPERATE THE PRODUCT, AS DEFINED BELOW. BY INSTALLING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS INSTALLATION PROCESS PERMITS YOU TO INSTALL THE CURRENT VERSION OF THE SOFTWARE.
This Electronic License Agreement (the “Agreement”) is a legal agreement between you (either an individual or an entity), (the “you” or “Licensee”), and ByteScout, Inc. (the “Licensor”).
1. Certain Defined Terms:
1. “Agreement” shall have the meaning set forth in the preamble hereof.
2. “Confidential Information” shall mean any information, product, document or other material of any nature relating to or concerning Licensor, Suppliers and/or their Affiliates, that is provided or made available to Licensee either before or after the Effective Date, directly or indirectly in any form whatsoever, including in writing, orally, and machine readable, and including, but not be limited to License Key, any correspondence, memoranda, notes, e-mails, formulas, samples, equipment, compilations, blueprints, business information, technical information, know-how, information regarding patents, patent applications, software, computer Object Code or Source Code, algorithms, high-level structures, graphic user interfaces, ongoing research and development, business plans, business or marketing strategies or plans, products or product development strategies or plans, information concerning current and future products and services, customers, suppliers and markets, price lists and pricing information, financial statements and forecasts, computerized or other magnetically filed data, methods and techniques, manufacturing processes, developments, inventions, designs, drawings, engineering specifications, hardware configuration information, trade secrets, financial information of Licensor, Suppliers and/or their Affiliates and any other business records and information, including without limitation the information about this Agreement, the use or disclosure of which might reasonably be construed to be contrary to the interests of such Licensor, Suppliers and/or their Affiliates, including information of third parties subject to confidentiality obligations and which one Licensor, Suppliers and/or their Affiliates may share with Licensee, provided, however, that Confidential Information shall not include information which: (i) that is already in the possession of Licensee before receipt from Licensor, Suppliers and/or their Affiliates; (ii) is or becomes rightfully in the public domain without no fault of Licensee; (iii) is received by Licensee from a third party who or which is not under any obligation of confidentiality or restriction on use or disclosure concerning such information, or (iv) is disclosed under operation of law to the public or to a third party without a duty of confidentiality. If Licensee asserts one of the four exceptions to Confidential Information above, then Licensee shall prove such assertion by proper forms of documentary evidence.
3. “Client Device” shall mean a computer, workstation or server for which a specific version of the Software is designed to Operate.
4. “Documentation” shall mean user manuals, operator instructions, training materials, product descriptions and specifications, technical manuals, supporting materials, source code samples, sample applications, video, audio and other media content maintenance know how, text and graphic elements of all user interfaces and any modifications or upgrades of the foregoing, developed for use in connection with Products and provided or made available by Licensor or any of its Affiliates from time to time.
5. “Help Desk” shall mean Licensor’s specialized technical support system where users may request online support and track issue resolution online.
6. “Intellectual Property Rights” shall mean all worldwide (i) inventions (whether patentable or unpatentable, whether or not reduced to practice, and/or whether developed alone or jointly with others), all improvements thereto, patents, patent applications, patent and invention disclosures, and all other rights of inventorship, together with all reissuances, continuations, continuations-in-part, divisions, revisions, supplementary protection certificates, extensions and re-examinations thereof; (ii) Internet domain names, trademarks, service marks, trade dress, trade names, logos, designs, slogans, product names, corporate names, together with all of the goodwill symbolized thereby and associated therewith, and registrations and applications for registration thereof and renewals thereof; (iii) copyrights (registered or unregistered), copyrightable works, rights of authorship, and registrations and applications for registration thereof and renewals thereof; (iv) integrated circuit designs, cell libraries, electronic masks, net lists, simulations, mask works, semiconductor chip rights, and registrations and applications for registration thereof and renewals thereof; (v) computer software (including without limitation Source Code, Source Code engines, source data files, and Object Code), software development tools (including without limitation assemblers, compilers, converters, utilities, compression tools), libraries, algorithms, routines, subroutines, commented and documented code, programmer's notes, system architecture, logic flow, data, computer applications and operating programs, databases and documentation thereof; (vi) trade secrets and other confidential information (including without limitation ideas, technologies, know-how, manufacturing and production processes and techniques, research and development information, drawings, schematics, specifications, bill of material, designs, plans, proposals, technical data, pricing data, marketing data, financial records, customer and supplier lists, and other proprietary information), (vii) copies and tangible embodiments thereof (in whatever form or medium), and all modifications, enhancements and derivative works of any of the foregoing; and (viii) all rights to sue and collect remedies for any past, present and future infringement of any of the foregoing, and rights of priority and protection of interests therein under the laws of any jurisdiction worldwide.
7. “License” shall have the meaning set forth in Section 3.1 hereof.
8. “License Key” shall mean a device, file or a unique sequence of digit and/or symbols provided to Licensee by Licensor necessary for activation of the Product and confirming the purchase of the License from Licensor, which may, but need not to, carry the information or special designations or codes, whether explicit or embedded, about the license and the number of permitted users, and, as applicable, an expiration date, and enabling the full or partial functionality of the Product in accordance with the License granted under this Agreement.
9. “Licensee” shall mean you (either an individual or an entity). For purposes hereof, “you” means the individual person installing or using the Product on his or her own behalf; or, if the Product is being downloaded or installed on behalf of an organization, such as an employer, “you” means the organization for which the Product is downloaded or installed and it is represented hereby that such organization has authorized the person accepting this agreement to do so on its behalf. For purposes hereof the term “organization,” without limitation, includes any partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, labor organization, unincorporated organization, or governmental authority.
10. “Licensor” shall mean ByteScout, Inc.
11. “Licensor Site” shall mean the Internet website maintained by or on behalf of Licensor from which the Software is available for download pursuant to a license from Licensor. The Licensor Site is currently located at www.bytescout.com.
12. “Object Code” shall mean computer programs assembled or compiled in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse-assembly, reverse-compiling, or Reverse Engineering.
13. “Operate” to access, download, store, load, install, execute, display, copy the Product into the memory of a computer or otherwise benefiting from using the functionality of the Product such as software development and testing purposes in accordance with the Documentation.
14. “Products” shall mean Software in Object Code, Licensed Source Code, if any, and all related Documentation included therewith in any form and on any media and all Fixes, Updates, modifications, enhancements and new releases of the foregoing and those related materials sold and/or used in connection therewith and any other software, materials and products of the Suppliers provided to Licensee by Licensor pursuant to the terms hereof.
15. “Software” shall mean software titled “ByteScout PDF SDK” and including all forms of code, such as Source Code and Object Code, any upgrades, modified versions, Updates, patches and additions thereto, in any form and on any media including all modifications, enhancements and new releases of the foregoing.
16. “Source Code” shall mean the human-readable form of the computer programming code and related system documentation including all comments and any procedural code such as job control language.
17. “Suppliers” shall mean one or more of the entities from which the Products or rights to the Products may be or may have been obtained by Licensor.
18. “Updates” means a subsequent release of the Software that Licensor generally makes available to its supported licensees at no additional license fee either during the first twelve (12) months from the date of the purchase of the license to the Product or, upon additional payment, during subsequent twelve (12) or twenty four (24) months periods or as otherwise set forth on the Licensor Site and shall not include any releases of future applications and products, which Licensor licenses for a separate charge.
19. “User” shall mean any individual, which is an employee or Licensee’s contractors, freelances and consultants that may Operate the Products pursuant to the License granted to Licensee hereunder.
BEFORE YOU CLICK ON THE “I ACCEPT” BUTTON CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOUR CLICK OF THE “I ACCEPT” BUTTON IS A SYMBOL OF YOUR SIGNATURE AND BY CLICKING ON THE “I ACCEPT” BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT AND AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “EXIT” BUTTON AND THE SOFTWARE WILL NOT BE INSTALLED ON YOUR COMPUTER. This Product will not install on your computer unless or until you accept the terms of this Agreement. You may also receive a copy of this Agreement by contacting the Licensor at: support@ByteScout.com. By accessing, downloading, storing, loading, installing, executing, displaying, copying the Product into the memory of a computer or otherwise benefiting from using the functionality of the Product in accordance with the Documentation, you agree to be bound by the terms of this Agreement. If you do not agree to the terms and conditions of this Agreement, the Licensor is unwilling to license the Product to you. In such event, you may not Operate or use the Product in any way.
1. Proprietary Rights and Non-Disclosure.
1. Ownership Rights. You agree that the Product and the authorship, systems, ideas, methods of operation, Documentation and other information contained in the Product, are proprietary intellectual properties and/or the valuable trade secrets of the Licensor or its Suppliers and/or licensors and are protected by civil and criminal laws, and by copyright, trade secret, trademark and patent laws and statutes of the United States, other countries and international treaties. You may use trademarks only insofar as to identify printed output produced by the Product in accordance with accepted trademark practice, including identification of trademark owner’s name. Such use of any trademark does not give you any rights of ownership in that trademark. Unless otherwise explicitly provided in the Agreement and except for Results (as such term defined below), the Licensor and/or its Suppliers own and retain all right, title, and interest in and to the Product, including without limitations any error corrections, enhancements, Updates or other modifications to the Software, whether made by the Licensor or any third party, and all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein. Your possession, installation or Use of the Product does not transfer to you any title to the intellectual property in the Product, and you will not acquire any rights to the Product except as expressly set forth in this Agreement. Unless otherwise provided in the Agreement, all copies of the Product made hereunder must contain the same proprietary notices that appear on and in the Product. Except as stated herein, this Agreement does not grant you any intellectual property rights in the Product and you acknowledge that the License, as further defined herein, granted under this Agreement only provides you with a right of limited use under the terms and conditions of this Agreement.
3. Confidential Information. You agree that, unless otherwise specifically provided herein the Product, including the specific design and structure of individual programs and the Product, constitute confidential proprietary information of the Licensor or its suppliers and/or licensors. You agree not to transfer, copy, disclose, provide or otherwise make available Confidential Information in any form to any third party. You agree to implement reasonable security measures to protect Confidential Information, provided that you may make and distribute unlimited copies of the trial version of Product in object code only, including copies for commercial distribution, as long as each copy that you make and distribute contains this Agreement subject to end user’s acceptance before the first use, and the same copyright and other proprietary notices pertaining to the Product that appear in the Product, and further provided that in connection with the distribution of the trial version of the Product you do not (i) bundle the Product with any other products or materials, or (ii) charge any fees without Licensor’s prior written consent.
4. User Compliance and User License Acknowledgement. Licensee shall use its best efforts to ensure compliance of authorized Users and appoint one User entrusted with a custody of the Product and License Key and installation of the Product and which shall electronically execute Licensor’s “click-through” User license acknowledgement, if any, by which a User appointed with the custody of the Product and License Key shall consent and agree to the terms of this End User Agreement. Notwithstanding anything to the contrary herein, Licensee hereby agrees that if conflict arises between this Agreement and “click-through” End User Agreement, this Agreement shall always control.
5. No Modification. You agree not to modify or alter the Product in any way unless otherwise permitted by applicable License or agreed to by Licensor. Unless otherwise provided herein or applicable Documentation, you may not remove or alter any copyright notices or other proprietary notices on any copies of the Product.
6. Prohibited Uses. You agree that you will not:
1. Engage in any act that Licensor deems in its reasonable discretion to be in conflict with the spirit or intended use of the Product and related service;
2. Make improper Use of Licensor’s Product;
3. Use the Product, intentionally or unintentionally, in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation;
4. Institute, assist or become involved in any type of attack, including without limitation distribution of a virus, denial of service attacks upon the Product, or other attempts to disrupt the related service; and
5. Bundle the Product in whole or in part with any other products, applications or extensions without Licensor’s prior explicit written approval. For purposes of this Agreement, the term “bundle” shall mean offering the Product with any third-party applications, frameworks, components or systems for distribution and sub-license to subsequent third parties’ end-users (e.g. in connections with “middleware”) as a single offering.
1. Grant of License.
1. License. The Licensor grants you the non-exclusive, personal, limited, non-transferable (except as otherwise specifically provided herein) (unless otherwise terminated pursuant to the terms hereof) right (without the right to sublicense) to Operate up to three (3) copies of the Product in Object Code or Source Code, as applicable, by a single authorised user (either you, your employee or agent) (“Named User”) on three (3) physical or a single virtual environment of the Licensee’s own, rented or leased system(s) during the Term of this Agreement (“License”), provided that Licensee shall not copy and/or distribute Documentation to its end-users for any purpose. Unless otherwise provided in this Agreement or set forth in applicable documentation and/or Licensor Site, Licensor hereby does not claim any ownership rights in the applications or runtime files developed by Licensee through Using the Software (the “Results”). For avoidance of doubt and for purposes of clarification, Licensee shall not Use the Software to develop or provide to its end-user or any third party, directly or indirectly, components, frameworks, APIs or any other competitive products, applications or services that compete with Licensor’s Product.
See the full EULA at http://bytescout.com/files/EULA/PDFSDK.txt