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 installing, copying or otherwise using the Software, 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) Licensee may use the Software only for the purpose of developing, testing (including Unit Testing with production data), prototyping and demonstrating your application(s), and not for any commercial purpose. However, 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 your 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.
(c) Licensee may use a maximum of one (1) instance of the Software per the 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 your 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) At any given time, the computer on which the Software executes in accordance with this Agreement shall be deemed the “Computer” or the “Server”.
(e) Licensee may use the Software for non-commercial usage, as long as copies of their Software distributed at no charge and services provided by that Software are free of charge to the end users of the Software, and distributed code is accompanied with the copy of this license or reference to this license on Licensor’s website.
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) Separation of Components. The Software is licensed as a single product. Its components may not be separated for use on more than one Computer.
(c) Licensee may not:
- use the Software for its own internal data processing or for any commercial or production purposes, or use the Software for any purpose except the development, testing, prototyping, and demonstrating of your application(s);
- use the application(s) it develops with the Software for any internal data processing or commercial or production purposes, including testing or running production or commercial workloads on the developer desktop, without obtaining an appropriate license from Licensor;
- 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;
- compete with Software or provide direct access to the Software to the Licensee’s customers or users;
- assign this agreement or give or transfer the Software or an interest in them to another individual or entity;
- disclose results of any Software benchmark tests without Licensor prior consent.
3. Title to Software.
Licensor represents and warrants that it 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.
5. No Support.
Licensor will not provide technical support, phone support, or updates to Licensee for the Software licensed under this agreement.
6. Duration.
The term of the license under this EULA is effective perpetually, 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 the Software and destroy any and all copies of the Software.
You may terminate this agreement by destroying all copies of the Software.
7. Jurisdiction.
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
jurisdiction thereof.
8. Non‐Transferable.
This EULA is not assignable or transferable by Licensee, and any attempt to do so would be void.
9. Severability.
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.
10. Warranty.
(a) Licensor warrants, represents and covenants that it has the right to grant the licenses set forth herein in all the intellectual property embodied in the Software;
(b) 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.
(c) 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.
11. 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.
12. 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.
13. Termination.
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.
14. Miscellaneous.
(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.
15. 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.
16. 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
