The software that is subject to this End User's Software License Agreement ("EULA") is the PDFescape Desktop software (the "Licensed Software", as more fully defined below). This EULA is a legally binding agreement between the end user (the "Licensee") and Red Software (the "Licensor") pursuant to which the Licensor licenses the use of the Licensed Software to the end user (the "Licensee").
Please read it carefully. If you have any questions concerning this EULA, please contact the Licensor. Any installing, copying, accessing, or using the Licensed Software by you (the "Licensee") constitutes Licensee's acceptance of, and promise to comply with, all of the terms and conditions of this EULA.
The "Licensed Software" includes all of the contents of the files, disk(s), CD-ROM(s), DVDs, or other media for which this EULA is provided, including:
Subject to the terms and conditions of this License, and subject to payment of applicable fees, Licensor grants Licensee a limited, personal, non-exclusive, non-transferable, non-sub-licensable and revocable license to install for purchased period and solely for Licensee own private use. Any use or installation of more copies of the Licensed Software than are licensed is prohibited. The license for the Licensed Software may not be shared by alternating use of the Licensed Software between different computers. These limitations apply even if Licensee purchased and/or received the Licensed Software on multiple media (CD, DVD and/or electronic download). For avoidance of doubt, "Copy" shall include the original installation of the Licensed Software. You shall not allow and shall prevent others from making or obtaining copies of the Licensed Software.
Licensee may install one copy of the Licensed Software on a single computer. The Licensee must be the primary user of the computer on which the Licensed Software is installed. This present EULA shall apply to all installations of the Licensed Software. Installation of the Licensed Software on more than one computer is prohibited. The Licensor provides for the purchase of multiple licenses, Licensee may install the number of Licenses purchased. Licensee shall be solely responsible for all expenses incurred in Licensee's installation and use of the Licensed Software.
In order to improve the software, its features, and your user experience, Licensor may automatically collect information concerning the way the various modules and functionalities of PDFescape Desktop are being used. Information is gathered anonymously for the purpose of statistical analysis about software usage.
If this feature is present in PDFescape Desktop, you may opt-out in the advanced options menu during the installation process.
The Licensed Software contains technological measures that are designed to prevent its unlicensed or illegal use. The Licensed Software may contain enforcement technology that limits Licensee's ability to install and uninstall the Licensed Software on a machine to no more than a finite number of times, for a finite number of computers and for a defined period in time determined by the purchased License. The Licensed Software may require activation as explained during installation and in the Documentation. If any such applicable activation procedure(s) is not followed, then the Licensed Software may only operate for a finite period of time. If activation is required, and not completed within the finite period of time set forth in the Documentation and explained during installation, then the Licensed Software will cease to function until activation has been completed, at which time functionality will be restored. If Licensee has any problem with the activation process, Licensee should contact the Licensor customer support.
Licensee may be granted an evaluation copy of the Licensed Software free of charge for a finite period of time (the "Evaluation Copy"). Certain features and/or functionality of the Licensed Software may be locked or unavailable in the Evaluation Copy. In order to benefit from all features and functionality of the Licensed Software, Licensee must purchase a valid license activation key. From the moment that Licensee activates Licensed Software with a valid license key, the Evaluation Copy shall cease from being considered an Evaluation Copy and all the terms of this Agreement shall commence to apply in their entirety. Clauses 3, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 25 shall apply equally to an Evaluation Copy.
Licensee may make one copy of the Licensed Software for backup or archival purposes only, except that the Documentation may not be duplicated. Any simultaneous access, use, maintenance, of the Licensed Software is strictly prohibited. Licensee agrees either to implement access security mechanisms to prevent simultaneous use or to pay an additional fee according to the number of users with access to the computer on which the Licensed Software is installed or to a network enabling use of the Licensed Software by multiple computers simultaneously.
Licensee may not sell, assign, or transfer the Licensed Software or the License granted by this EULA without prior written consent of the Licensor.
Licensor may provide Licensee with Software Updates and/or Content Updates from time to time at no charge during the Term of this Agreement. For the purposes hereof, "Update" means a new version of the Licensed Software containing technical modifications, updated information, altered functionality, or any other changes that are intended by Licensor to improve or to add, delete or otherwise modify any aspect of the Licensed Software. "Content Update" shall mean an update of the content used by the Licensed Software that might need to be updated from time to time. If the Licensed Software is an Update to a previous version, Licensee must possess a valid License to the previous version. Any update provided by the Licensor to Licensee is made on a License exchange basis such that Licensee agrees, as a condition for receiving an Update, that Licensee will terminate all of Licensee's rights to use any previous version of the Licensed Software. However, Licensee may continue to use the previous version only to assist in transitioning to the Updated version. Once an Update has been released, the Licensor may cease support for prior versions, without any notice to Licensee. Software Updates and/or Content Updates may be provided via the Licensed Software or on the Licensor websites. This License does not otherwise permit Licensee to obtain and use a Software Upgrade and/or a new Licensed Software version. The Licensed Software may require Content Updates in order to work effectively.
The Licensed Software and any authorized copies that Licensee makes are the intellectual property of, and are owned by, the Licensor; and, to any extent that intellectual property of third parties have been licensed by or to the Licensor, such intellectual property rights shall remain unchanged by this EULA and Licensee shall not acquire any rights to or interests in such third party intellectual property. The structure, organization, and code of the Licensed Software are the valuable trade secrets and confidential information of the Licensor and such third parties. The Licensed Software is protected by law, including without limitation, the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly provided in this EULA, Licensee is not granted any intellectual property rights in the Licensed Software. Licensee may not make or publish any public statement concerning the Licensed Software or the Licensor without the prior express written consent of the Licensor.
The Licensor is not obligated by this EULA to provide Licensee with any technical support services relating to the Licensed Software; however, Licensee may order additional support services for an additional charge as the Licensor may offer from time to time during the term of this EULA.
The Licensor warrants that the media on which the Licensed Software is distributed will be free from defects for a period of 30 days from the date the Licensed Software is delivered to Licensee. If Licensee discovers a defect in the media during this 30-day period, Licensee must then return the defective media to the Licensor within 10 calendar days of discovering the defect, and Licensee's sole remedy is to have either the defective media replaced, or at the Licensor sole option, a refund of the money that Licensee paid for the Licensed Software. The warranty given in this paragraph is the only warranty given by the Licensor hereunder.
THE LICENSED SOFTWARE IS PROVIDED TO LICENSEE "AS IS." THE LICENSOR, AND THE LICENSOR SUPPLIERS OR AFFILIATES, MAKE NO WARRANTY AS TO ITS USE OR PERFORMANCE. THE LICENSOR, AND THE LICENSOR AFFILIATES, MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, EXCEPT FOR, AND TO THE EXTENT, THAT A WARRANTY MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION.
IN NO EVENT WILL THE LICENSOR, OR THE LICENSOR AFFILIATES, BE LIABLE TO LICENSEE FOR ANY DAMAGES, CLAIMS, OR COSTS WHATSOEVER, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A REPRESENTATIVE OF THE LICENSOR OR ONE OF THE LICENSOR AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS, OR FOR ANY CLAIM BY ANY THIRD PARTY. THESE LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. THE AGGREGATE LIABILITY OF THE LICENSOR, AND THE LICENSOR AFFILIATES, UNDER OR IN CONNECTION WITH THIS EULA, SHALL BE LIMITED TO THE AMOUNT PAID FOR THE LICENSED SOFTWARE, IF ANY.
Licensee will indemnify and hold Licensor harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney's fees) arising from or relating to Licensee uses of the Licensed Software. Licensee obligations under this section shall survive the expiration or termination of this Agreement.
If the Licensed Software that Licensee receives with this EULA is pre-commercial release or "BETA" software ("Pre-release Software"), then, to the extent that any provision in this section is in conflict with any other term or condition in this EULA, this section supersedes such conflicting term(s) and condition(s) as to the Pre-release Software, but only to the extent necessary to resolve the conflict. Licensee acknowledges that the Pre-release Software does not represent the final product from the Licensor, and may contain bugs, errors, and other problems that could cause system or other failures and data loss. Consequently, the Licensor disclaims any warranty or liability obligations to Licensee of any kind whatsoever.
IN APPLICABLE JURISDICTIONS WHERE LIABILITY CANNOT BE SO EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT MAY BE LIMITED, the Licensor LIABILITY, AND THAT OF ITS SUPPLIERS, SHALL BE LIMITED TO THE LESSER OF THE AMOUNT PAID BY LICENSEE AND FIFTY UNITED STATES DOLLARS (USD $50.00). THE FOREGOING LIMITATION OF LIABILITY APPLIES TO ANY VERSION OF THE LICENSED SOFTWARE, PRE-RELEASE OR POST-RELEASE.
Licensee acknowledges that the Licensor has not promised or guaranteed to Licensee that the Pre-release Software will be announced or made available to anyone in the future, and that the Licensor has no express or implied obligation to Licensee to announce or introduce the Pre-release Software. The Licensor may decide not to introduce a product similar to, or compatible with, the Pre-release Software. Accordingly, Licensee acknowledges that any research or development that Licensee performs regarding the Pre-release Software, or any product associated with the Pre-release Software, is done entirely at Licensee's own risk.
During the term of this EULA, if requested by the Licensor, Licensee will provide feedback to the Licensor regarding testing and use of the Pre-release Software, including error or bug reports. If Licensee has been provided the Pre-release Software pursuant to a separate written agreement, then Licensee's use of the Pre-release Software is also governed by that agreement. Notwithstanding anything in this EULA to the contrary, if Licensee is located outside the United States, Licensee will return or destroy all unreleased versions of the Pre-release Software within 30 days of the completion of Licensee's testing of the Pre-release Software if that date is earlier than the date scheduled for the Licensor first commercial shipment of the publicly released (commercial) Software.
Third party software may be distributed together with the Licensed Software (the "Third Party Software"). Any and all such Third Party Software may require notices and/or be subject to different license terms. Such required Third Party Software notices and license terms, if any, may be accessed through the Third Party Software itself. By accepting this End-User License Agreement (EULA), Licensee is also accepting the license terms, if any, under which the Third Party Software is made available. Licensee will not enter into a contractual relationship with Licensor regarding such Third Party Software and Licensor accepts no responsibility for Licensee uses of same.
The Term of this License is for a period of time corresponding to the License type and/or duration purchased from the date of purchase except with regards to an Evaluation Copy for which the default term shall be for so long as Licensor makes such Evaluation Copy available to Licensee. At the end of the Term, Licensee agrees to de-install and destroy or permanently erase all but one copy of the Licensed Software within thirty (30) days of termination or expiration. Following expiry of the Term, some features and functionality of the Licensed Software may cease to function or the Licensed Software may cease to function altogether. Notwithstanding the above, the License shall automatically terminate If Licensee breaches this EULA, and fails to cure any breach within 30 calendar days after request from the Licensor, or the Licensor authorized representative without prejudice to the rights of Licensor to compensation for damages in terms of the applicable law. The Licensor may terminate this EULA, whereupon all rights granted to Licensee shall immediately cease. Furthermore, upon termination, Licensee shall return to the Licensor all copies of the Licensed Software, or verify in writing that all copies of the Licensed Software have been destroyed.
The Licensed Software enables the Licensee to enter content that will be stored on the computer on which the Licensed Software is installed (such content shall be referred to herein as the "End-User Generated Content"). Licensee is solely responsible for Licensee's use, storage and disclosure of the End-User Generated Content. Licensee may only use the End-User Generated Content responsibly, in a manner consistent with the exercise of good judgment. As PDF software, the Licensed Software will permit the Licensee to enter, copy, edit Content that constitutes non-public personal information of individuals other than the Licensee; the Licensee shall not use, store or disclose any such information without the express consent of the individuals to whom it relates. If Licensee is having difficulty deciding whether Licensee's intended use is appropriate, or whether Licensee needs written permission, or whether other legal issues should be considered, the Licensor strongly encourages Licensee to seek competent legal counsel. The Licensor will not assist Licensee in making this determination, nor can the Licensor provide Licensee with legal advice as to intellectual property rights or privacy laws.
Licensee may only use End-User Generated Content which belongs to Licensee and will not violate the rights of others therein. The Licensor will not edit or monitor any and all Content; Licensee therefore assumes exclusive responsibility for the monitoring thereof. Licensee may not use the Licensed Software in conjunction with content that is illegal, obscene, indecent, defamatory, incites racial or ethnic hatred or violates the rights of others, or is in any other way objectionable.
If Licensee or Licensee's attorney determines that Licensee is required by law to obtain written permission to use portions of the End-User Generated Content, Licensee must request permission for reproduction, redistribution, or modification of the Content from the appropriate owner of the subject materials (as may be cited in the Licensed Software). If, on the other hand, Licensee or Licensee's attorney determines it is permissible to proceed and include End-user Generated Content from the Licensed Software, the Licensor asks Licensee to correctly designate the Licensor trademark(s) when referring to the Licensed software in the notice or copyright portion of Licensee's paper, project, or product. Licensee shall indemnity, hold harmless, and defend the Licensor and the Licensor suppliers from all claims, damages, attorneys' fees, costs, and lawsuits that arise from, or result from, Licensee's use or distribution of any and all Content and its use of the Licensed Software.
The clauses 8, 10, 11, 12, 13, 14, 15, 16, 17, 19, 20, 22, 24, 29 and 30 shall survive the termination of this EULA, however caused; but this survival shall not imply or create any continued right to use the Licensed Software after termination of this EULA.
Licensee shall not ship, transfer, or export Licensed Software into any country or use Licensed Software in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations applicable to the Licensee (collectively the "Export Laws"). If the Licensed Software is identified as export controlled items under the Export Laws, Licensee represents and warrants that Licensee, and Licensee's employees who will use the Licensed Software are not a citizen, or otherwise located within, an nation embargoed by the United States (including without limitation: Iran, Syria, Sudan, Cuba, and North Korea), and that Licensee, and Licensee's employees who will use the Licensed Software, are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Licensed Software are granted on condition that Licensee complies with the Export Laws, and all such rights are forfeited if Licensee fails to comply with the Export Laws.
For United States Government users, the Software and associated documentation are deemed to be "commercial computer software" and "commercial computer documentation," respectively, pursuant to DFAR § 227.7202 and FAR § 12.212(b), as applicable. Use, duplication or disclosure of the Software licensed by this Agreement and any derivative works, as defined by the Copyright Act of 1976 as amended, developed under this Agreement, and any associated documentation or derivative works thereof, are subject to the restricted rights set forth in the DFAR and FAR, above.
The software and other intellectual property rights and interests which are the subject of this EULA are protected by the laws of Canada, the United States of America, and international treaties. This EULA is deemed to have been entered into in, is subject to, and will be governed by and construed in accordance with the substantive laws of the State of California, United States of America. You consent to the jurisdiction of the state and federal courts of the County of San Diego, State of California (USA) respecting disputes arising hereunder. Notwithstanding the foregoing, to the extent that provisions of this EULA must, pursuant to local law or international treaties, be governed by the laws of Canada, then applicable laws of Canada will apply. Licensor and/or certain of its licensors and affiliates are entitled to enforce this EULA directly against the Licensee.
Notices to Licensor in connection with this EULA shall be delivered to Licensor at both of the following mailing addresses: Red Software, Post Office Box 502735, San Diego, CA 92150 (USA), and to Red Software, c/o Lulu Software, 7075 Robert-Joncas Place, Suite 142, Saint-Laurent, QC, H4M 2Z2, Canada; and by confirming email to Licensor’s website at http://www.redsoftware.com/contact/.
The Licensor reserves all rights not expressly granted to Licensee by this EULA. The rights granted to Licensee are limited to the Licensor intellectual property rights, and to the intellectual property rights of third parties licensed by the Licensor, and do not include any intellectual property rights. This License is the entire agreement between Licensee and Licensor with respect to this subject matter and supersedes any and all prior oral or written agreements, representations, negotiations, any additional terms or other similar communication between the parties.
This EULA constitutes the entire agreement between the Licensee and the Licensor relating to the Licensed Software, and it supersedes all prior or contemporaneous representations, discussions, undertakings, communications, agreements, arrangements, advertisements, and understandings regulating to the Licensed Software.
This EULA may only be modified or amended by a writing signed by an authorized officer of the Licensor.
If any provision of this EULA is determined by a court of competent jurisdiction to be contrary to law that provision will be enforced to the maximum extent permissible and the remaining provisions of this EULA will remain in full force and effect.
No failure or delay by the Licensor in exercising its rights or remedies shall operate as a waiver unless made by specific written notice. No single or partial exercise of any right or remedy of the Licensor shall operate as a waiver or preclude any other, or further, exercise of that, or any other right, or remedy.
Within thirty (30) calendar days after request from the Licensor, or the Licensor authorized representative, Licensee will provide full documentation, and certify under penalty of perjury, that Licensee's use of any and all Licensed Software is in conformity with this EULA.