Last update: October 17th, 2021
This end user license agreement (hereinafter referred to as the “EULA") constitute a legal and binding agreement between PDF Pro Software Ltd., with registered office at 1383 W 8th Ave, Vancouver, BC V6H 3V9, Canada, business registration no. 700468291BC0001, including its subsidiaries, affiliates and contractors acting on its behalf (hereinafter collectively referred to as “PDF Pro”, “Us”, “We”, or “Our”) and any person or entity and its heirs, agents, successors and assigns that have purchased, or is authorized to, access Our PDF Pro Software (hereinafter singularly and collectively referred to as “You” or “Your”)
All terms with initial capital letters used herein shall have the meanings ascribed to them in the PDF Pro Terms of Service, unless specifically defined herein.
In case You are an Authorized User, the terms of this EULA and the PDF Pro Terms of Services shall apply in full, exception made for the payment obligations, which are in charge to the entity that purchased the relevant Subscription Plan with a Multi-User Account.
IMPORTANT NOTICE: Your continued use of the PDF Pro Software constitutes Your expressed acceptance of, and agreement to be bound by, this EULA, as in force from time to time. Therefore, You understand and acknowledge that by downloading, accessing, installing or using the PDF Pro Software You agree to be bound by the terms of this EULA. If You do not accept such terms in their entirety, You must not download, access, install or use the PDF Pro Software. If You agree to this EULA on behalf of an entity, or in connection with providing or receiving services on behalf of an entity, You represent and warrant that You have the authority to bind that entity to this EULA. In such an event, “You” and “Your” will refer and apply to that entity or agency
1.1) Authorized sources. You must lawfully acquire the PDF Pro Software by purchasing, downloading or accessing it from Our website at Purchased or from any of Our authorized reseller, partner or provider. In the latter case, You shall also comply with the terms and conditions of such PDF Pro’s resellers, partners or providers.
1.2) Access. Your access to the PDF Pro Software is granted subject to an account registration to Our website platform at Register , as well as under the terms of this EULA, the PDF Pro Terms of Service and the relevant Subscription Plan, all of which shall be incorporated herein by reference.
1.3) Delivery. The PDF Pro Software shall be deemed delivered on the date that We make it available to You, either with a direct download link or by creating a user account for Your access thereto.
1.4) Requirements. Only the software running on the hardware and in the environment specified in the PDF Pro Software’s documentation is unconditionally eligible for running the same, as well as for Our support and other services. You agree that You are solely responsible for these requirements, as well as for any needed changes, updates and fees.
2.1) Grant of license. Subject to the relevant Subscription Plan, You are granted a limited, worldwide, non-assignable, non-sublicensable, non-transferable and non-exclusive license to use the PDF Pro Software according to the purchased Subscription Plan. The access to Services as part of the PDF Pro Software is also subject to the terms and conditions of the PDF Pro Terms of Service, which shall be incorporated herein by reference.
2.2) Allowed devices. You are permitted to access and use the PDF Pro Software only by running the number of devices (and/or Authorized Users, in case of Multi-User Account) allowed by the relevant Subscription Plan. If not otherwise specified, the maximum devices allowed per user (and/or per Authorized User, in case of Multi-User Account) are two (2).
2.3) Scope of the license. You agree that You will use the PDF Pro Software only in connection with Your own normal internal commercial use, and You will not – unless otherwise provided in this EULA or by the applicable Subscription Plan and/or authorized in writing by Us – sell, lease, re-distribute, provide managed service, or otherwise provide or make available, either directly or via other means, or otherwise, the PDF Pro Software to any third party or use it for the benefit of any third party.
2.4) Third-Party Software. You expressly acknowledge and accept that certain content, products and Services available via the PDF Pro Software may include Third-Party Software, as specified in PDF Pro Software’s documentation. All Third-Party Software is licensed to You under the terms of this EULA, unless We provide other terms along with the PDF Pro Software’s documentation. To any Third-Party Software shall apply Sects. 8.1), 8.2), 8.3) and 8.4) below and, therefore, without limiting the foregoing, We are not responsible for examining or evaluating the content or accuracy of the Third-Party Software nor provide any warranty, express or implied, with respect to any Third-Party Software and expressly disclaim any warranty or condition of merchantability, fitness for a particular purpose, title, and non-infringement.
2.5) Reservation of rights. We expressly reserve all rights not expressly granted to You in this EULA.
3.1) General responsibilities. You are entirely responsible for the use of the PDF Pro Software and, to such purpose, You shall not use, encourage, promote, facilitate, instruct (or induce others to do the foregoing on) the PDF Pro Software for any activity that violates any applicable Law, or for any other illegal, fraudulent, harmful, or offensive purpose, or to transmit, store, display, distribute or otherwise make available any Data that is illegal, harmful, offensive, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, inappropriate or that would encourage or constitute a criminal or civil liability under any Law. Examples of prohibited uses of the PDF Pro Software include: (i) creating, uploading, modifying and/or distributing any Data, or take any action using the PDF Pro Software, that is illegal, fraudulent, harmful, or violates any applicable Law; (ii) creating, uploading, modifying and/or distributing any Data, or take any action using the PDF Pro Software that violates any PDF Pro’s right or any third party’s (including, without limitations, privacy, Intellectual Property Rights, etc.); (iii) uploading viruses or malicious codes, or take any other action using the PDF Pro Software that could in any way compromise any functionality thereof; (iv) distributing the PDF Pro Software; (v) incorporating the PDF Pro Software in any product designed, developed, marketed, shared, sold or licensed by You or any third party; (vi) facilitating or encouraging any violations of this EULA.
3.2) Data lawfulness. You undertake to have all the interest and title (including, without limitation, any related Intellectual Property Right) in and to the Data that You may transmit, store, display, distribute or otherwise make available through the PDF Pro Software, and that You are the sole responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness thereof. Without limiting the foregoing, You warrant and represent that such Data is fully compliant with any applicable Law. In no way whatsoever We will be responsible for any of such Data.
3.3) Updates. In case the PDF Pro Software needs any update as provided in Sect. 4.1) below, You expressly agree to install such updates as soon they are available, bearing any and all the related costs, if any. You shall bear full risk of any loss or damage in case any updates are not properly and timely installed due to Your fault; We expressly disclaim any liability in such respect.
3.4) Export regulations compliance. You expressly acknowledge that You are not an entity targeted by any Law which provides economic sanctions, export controls, import regulations or trade embargoes, nor You are otherwise owned or controlled by, or acting on behalf of, any person or entity targeted or in any way affected by the foregoing. Furthermore, You expressly acknowledge that You will not download or otherwise export or re-export the PDF Pro Software’s content, products or services or any related technical data directly or indirectly to any person or entity targeted by the aforementioned Law or for any end-use prohibited or restricted by such Law.
3.5) Indemnification. To any third party’s claim arising out of a violation of Your obligations under this Section 3 (Your Responsibilities), Sects. 9.1) and 9.2) below shall apply, in addition to any other rights or remedies afforded to Us under this EULA and/or as per the applicable Law.
4.1) Updates. We, in Our sole discretion, reserve the right to add or remove tools, utilities, improvements, Third-Party Software, features or functions, or to provide programming fixes, updates and upgrades, to the PDF Pro Software in order to improve and enhance the features and performance thereof and/or according to Our discontinuation policy. To such purpose, You expressly acknowledge and agree that: (i) We have no obligation to make available and/or provide any updates; (ii) in case We provide any updates, this EULA shall automatically apply thereto, unless We provide other terms along with such updates; (iii) the PDF Pro Software may contain automatic update technology, a feature used to provide maintenance (such as a bug fix, patches, enhanced functions, missing plug-ins, and new versions) and, by installing the proper software initially, You consent to the transmission of standard computer information and the automatic downloading and installation of maintenance software; (iv) We disclaim any liability in case any updates result in an unavailability, deficiency or incompatibility of any Third-Party Software (and/or of any other pre-existing feature or function) with the updated PDF Pro Software.
4.2) Availability. We will use commercially reasonable efforts to ensure the availability of the PDF Pro Software for Our customers. Regardless, You acknowledge and agree that We have no control or liability over the availability of the PDF Pro Software on a continuous or uninterrupted basis, so that from time to time the same may be inaccessible or inoperable, including, without limitation, for: (i) equipment malfunctions, periodic maintenance procedures or repairs; (ii) Force Majeure or any other cause beyond Our reasonable control or that are not reasonably foreseeable (including, without limitation, threat to security, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures); (iii) limitations due to Your particular device or hardware; (iv) unavailability, deficiency or incompatibility of any Third-Party Software with the PDF Pro Software for any reason (e.g., third-party’s or PDF Pro’s discontinuation policy, incompatibilities between any updates and a Third-Party Software, etc.); (v) Your violation of any relevant provision of this EULA. Any unavailability of the Software under this Sect. 4.2) shall not excuse You from Your obligation to make timely payment(s) under the applicable Subscription Plan.
4.3) Discontinuation policy. You expressly acknowledge and accept that the PDF Pro Software is subject to Our discontinuation policy and, therefore, We reserve the right – without Our liability in such respect towards You or any other third party – to discontinue any PDF Pro Software’s feature, content or service (including, without limitation, access to technical support, access to Third-Party Software, etc.), in accordance with such discontinuation policy. The preceding applies also to any Third-Party Software, which is subject to such third party’s discontinuation policy, without Our liability towards You or any other third party in case any updates result in an unavailability, deficiency or incompatibility of any pre-existing Third-Party Software with the updated Software.
5.1) Term. The rights herein conferred to You are provided as of the Effective Date and for the entire term of the relevant Subscription Plan.
5.2) Termination. In case of Your breach of any term herein provided not cured within 10 (ten) days after Our initial notice thereof, We are entitled to terminate the EULA and/or the relevant Subscription Plan.
5.3) No access after termination. Upon the termination, for any reason whatsoever, of this EULA, You no longer have rights to access or use the PDF Pro Software and, if applicable, We will delete or otherwise make inaccessible Your account and any Data in the PDF Pro Software, if any. We shall not be liable towards You or any other third party for the loss of any Data and/or customization after the termination of this EULA for whatever reason or cause.
5.4) Obligations surviving termination. Provisions that survive termination or expiration of this EULA are those relating to limitation of liability, indemnification, Intellectual Property Rights and others which by their nature are intended to survive.
6.1) PDF Pro ownership. We hold and retain all an any title and interest in and to the PDF Pro Software, as well as in any Intellectual Property Right associated with the same and, therefore, nothing in this EULA will be interpreted as a transfer, in whole or in part, of any IP Rights in and to the PDF Pro Software to You or any other third party.
6.2) Your obligations for Our Intellectual Property Rights preservation. You must not, and must not cause or permit others to: (i) remove or alter any PDF Pro Software identification code, marking or notice of PDF Pro or its licensors; (ii) make the PDF Pro Software available in any manner to any third party for use in such third party’s business operations; (iii) copy, modify, adapt, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the PDF Pro Software, or access or use the PDF Pro Software in order to build or support, or assist a third party in building or supporting, products or services competing with the PDF Pro Software; (iv) perform or disclose any benchmark or performance tests of the PDF Pro Software or any associated infrastructure (such as, without limitation, network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, penetration testing, etc.); and (v) license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use, or otherwise commercially exploit or make available the PDF Pro Software to any third party.
6.3) Your Data. You expressly grant Us a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty free license to perform any operation or set of operations (including, without limitation, use, modify, collect, record, organize, structure, store, adapt, alter, retrieve, consult, use, disclose, combine, reproduce, erase, destroy, etc.) on the Data that You provide to Us in any way (by upload or other mean), as far as necessary for the purposes of providing You access to the PDF Pro Software and improve the functionalities thereof.
7.2) Our right to access Data. To the maximum extent permitted by the applicable Law, We expressly reserves the right to access, read, preserve, and disclose any information as we may reasonably believe necessary to: (i) satisfy any applicable Law or any authority request; (ii) enforce this EULA (including investigation of potential violations thereof) or Our Intellectual Property Rights; (iii) detect, prevent, or otherwise address fraud, anti-piracy, security or technical issues (including, without limitation, verify a valid registration, the number of instances the PDF Pro Software launches, the device IP address, and/or the version of the PDF Pro Software, etc.); (iv) conduct internal statistics and analytics, on an anonymized basis; in particular, We may trace the use of the PDF Pro Software for the purpose of obtaining statistics on the use and proper functioning thereof, as well as for the purpose of correctly provide functionalities and improvements, or for security reasons.
8.1) Limited warranty. THE PDF PRO SOFTWARE IS PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. TO THE FULLEST EXTENT PERMITTED OR AUTHORIZED BY LAW AND WITHOUT LIMITATION OF THE FOREGOING, WE DO NOT WARRANT THAT THE PDF PRO SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, BE AVAILABLE OR OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR THAT THE USE OF THE PDF PRO SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS EULA.
8.2) Disclaimer of liability. IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA OR PROFITS, BUSINESS INTERRUPTION, ETC.) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE PDF PRO SOFTWARE, EVEN IF WE ARE AWARE OF OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN ANY CASE, WE ARE NOT LIABLE FOR THE ACTS OR OMISSIONS OF OUR CONTRACTORS, VENDORS, CLOUD PROVIDER OR OTHER SERVICE PROVIDER. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS EULA.
8.3) Remedies. EXCEPT FOR CLAIMS WITH RESPECT TO FRAUD, DEATH OR PERSONAL INJURY, FOR WHICH NO LIMIT SHALL APPLY, IN NO EVENT – TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW – OUR LIABILITY SHALL IN THE AGGREGATE EXCEED THE FEES EFFECTIVELY PAID THE RELEVANT SUBSCRIPTION PLAN, DURING THE 12 (TWELVE) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. Notwithstanding the preceding, in case the PDF Pro Software infringes or misappropriates any third party’s Intellectual Property Rights and We believe – in Our sole discretion – that this is likely to result in an adverse ruling for Us, then We will at Our sole discretion: (i) modify the PDF Pro Software to be non-infringing; (ii) replace the PDF Pro Software with non-infringing substitute updates; or (iii) terminate this EULA and provide a pro-rata refund of the fees actually paid by You for the allegedly infringing software. In the cases (ii) and (ii) mentioned above, You shall install the new PDF Pro Software or the updates as soon they are available. THE FOREGOING CONSTITUTES YOUR SOLE REMEDIES AVAILABLE TO YOU WITH RESPECT TO ANY OF OUR LIABILITY UNDER THIS EULA.
8.4) Mandatory legal provisions. Some jurisdictions do not allow certain limitations of warranty or liability, therefore some or all of the limitations above provided may not apply to You. In such case, the limitations provided herein shall be applicable to the fullest and maximum extent permitted by the applicable Law.
9.1) Indemnification. You shall indemnify and hold Us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) arose by any claim made by any third party (including, without limitation, any agency, public administrations, entities, etc.) against Us in connection with any of Your: (i) violation or breach of any term of this EULA; (ii) violation of any applicable Law, whether or not referenced herein; (iii) violation of any rights of any third party; (iv) use or misuse of the PDF Pro Software.
9.2) Remedies. You expressly agree and acknowledge that any violation of Your obligations pursuant to this EULA may cause Us irreparable harm and damage, which may not be recovered at law. Therefore, You agree that Our remedies for breach of this EULA may be in equity by way of injunctive relief, as well and any other relief available, whether in law or in equity.
10.1) Assignment. You are not allowed to assign this EULA or any rights hereunder, unless with Our previous written consent. Conversely, We are allowed, at Our sole discretion, to assign this EULA or any rights hereunder to any third party, without giving You any prior notice.
10.2) Force majeure. A Party shall not be responsible for any failure to perform due to any event of Force Majeure. In the event of any such delay, the affected Party will be excused from such performance to the extent it is delayed or prevented by such cause. However, the other Party may terminate this EULA forthwith on written notice if such Force Majeure condition continues for a period of sixty (60) days.
10.3) No implied waiver. Any tolerance or silence by Us, even if on a continuous and reiterated basis, in relation to any breach or default by You of any provision of this EULA shall not be considered as a consent to such breaches and defaults and shall not affect the validity of the clause breached nor shall be construed as a waiver to any of the rights pertaining to Us pursuant to this EULA and/or the applicable Law.
10.4) Governing law and exclusive jurisdiction. This EULA is governed by the substantive and procedural Laws of British Columbia, Canada, without application of the “United Nations Convention on Contracts for the International Sale of Goods”. Any dispute arising out of, or relating to, this EULA shall be submitted to the exclusive jurisdiction of the Court of Vancouver (Canada).
10.5) Prevailing language. Any translation of this EULA is provided solely for your convenience and is not intended to modify the terms herein. In the event of a conflict between the English version of this EULA and a version in a language other than English, the English version shall control and prevail
10.6) Severability. Should any part of this EULA be declared illegal or unenforceable, the remaining portion will remain in full force and effects.
10.7) Amendments. The effective date of the last version of this EULA is written above, as published from time to time on Our website at EULA. We have the right to amend this EULA at any time, and to change, delete, discontinue or impose conditions on use of the PDF Pro Software, in which case the new terms and conditions will supersede prior terms. Any changes will be effective after thirty (30) days from the time We first notify You about such changes via email or/and notifications while using the PDF Pro Software and/or other reasonable means. Your continued use of the PDF Pro Software following changes to this EULA after the effective date of a revised version thereof constitutes Your expressed acceptance of, and agreement to be bound by, this EULA as in force from time to time. If You do not accept modified EULA in part or full, You must terminate Your account and stop using the PDF Pro Software before the change takes effect.