Commercial license

Edi Weissmann edited this page Jun 21, 2018 · 2 revisions

Sejda SDK PRO

End User’s Software License Agreement

The software that is subject to this End User’s Software License Agreement (“EULA”, “Agreement”) is the Sejda SDK PRO software (the “Software”). This EULA is a legally binding agreement between the end user (the “Licensee” or “you”) and Sejda BV (the “Licensor”) pursuant to which the Licensor license the use of the Software to the Licensee. If you are agreeing to this EULA not as an individual but on behalf of your company, then “Licensee” or “you” means your company, and you are binding your company to this EULA.

Any installing, accessing, or using the Software by you (the “Licensee”) constitutes Licensee’s acceptance of, and promise to comply with, all of the terms and conditions of this EULA.

Definitions

Sejda SDK PRO (the “Software”): means the Sejda SDK PRO software and includes:

  1. all its components (sejda-console, sejda-conversion, sejda-core, sejda-image-writers, sejda-model, sejda-sambox, sejda-console-pro, sejda-core-pro, sejda-model-pro, sejda-sambox-pro) developed and licensed by Sejda BV;

  2. any revisions, updates and/or upgrades thereto;

  3. anything in any form whatsoever intended to be used with or in conjunction with the Sejda SDK PRO;

  4. any associated media and documentation.

Sejda Task: means one of the PDF documents manipulations available in Sejda SDK PRO and accessible from the command line interface and/or API.

License Grants

This Agreement grants you a non-exclusive, non-transferable, limited license to the use rights for the Software, without the right to grant sublicense, subject to the terms and conditions in this Agreement. This Agreement grants you the right to execute an unlimited number of times any Sejda Task you have been explicitly granted access by Licensor.

You may install the Software on an unlimited number of Hosts. “Host” means any physical or virtual machine which is controlled by you.

The Software is licensed, not sold.

Prohibited Uses

It is expressly forbidden to:

  • Reverse engineer the source code of the Software or to decompile the Software, except to the extent permitted by mandatory law or applicable open source license;
  • Redistribute the Software as part of a product, "appliance" or "virtual server";
  • Redistribute the Software on any server which is not directly under your control;
  • Utilise any configuration or other means designed to execute any Sejda Task outside the ones you have been explicitly granted access by Licensor;
  • Utilise any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used in connection with the Software.
  • Sublicense the Software or otherwise make available the Software to third parties, including by rental, Software-as-a-Service models or otherwise;
  • Modify the Software, except to the extent permitted by mandatory law;
  • Remove or obscure copyright or trademark notices, or the copyright and trademark notices of third parties that have been included in the Software; -Use the Software in any manner that is illegal or not authorized by this EULA;

Under no circumstances may you use the Software as part of a product or service that provides similar functionality to the Software itself.

Transfer

Licensee may not sell, assign, or transfer the Software or the License granted by this EULA without prior written consent of the Licensor.

Installation

The Licensee is solely responsible for installation and usage of the software. The documentation will provide recommended requirements for the hardware and software environment. Licensee shall be solely responsible for all expenses incurred in Licensee’s installation and use of the Software.

Payments

The Software license fees will be in U.S. dollars, due and payable in full as set forth in the applicable invoice or at the time of purchase. Other than as expressly set forth in Refund section, all amounts are non-refundable, non-cancelable and non-creditable. In making payments, you acknowledge that you are not relying on future availability of the Software beyond the current agreed EULA or any Software upgrades or feature enhancements.

Delivery

All deliveries under this EULA will be electronic unless otherwise specified on the applicable invoice or at the time of purchase. The Software shall be deemed delivered when it is made available for download.

Terms

This Agreement is effective as of the Delivery of the Software and expires at such time as all license and service subscriptions hereunder have expired in accordance with their own terms. For clarification, the term of your license under this Agreement may be perpetual, limited for evaluation, or designated as a fixed-term license in the Invoice, and shall be specified at your time of purchase.

Refund

If you already have paid for the Software license fees, you may, within fourteen (14) days of such purchase, uninstall and permanently delete all copies of the Software and send to the Licensor a written and signed certification that you have either not installed the Software, that you do not accept this Agreement, and that you have permanently uninstalled, deleted and destroyed any downloaded or other copies of the Software and related documentation. The Licensor will then provide a full refund of the purchase price.

Intellectual Property Ownership

The Software and any authorized copies that Licensee makes are the intellectual property of, and are owned by, the Licensor, and by third parties whose intellectual property has been licensed by the Licensor. The structure, organization, and code of the Software are the valuable trade secrets and confidential information of the Licensor and such third parties. The 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 Software. Licensee may not make or publish any public statement concerning the Software or the Licensor without the prior express written consent of the Licensor.

Third Party Components

The Software may use or include certain software, files, components and materials that are subject to open source and/or third party license terms. These Third Party Components are licensed to you under the terms of their applicable open source license conditions and/or copyright notices that can be found in their license file, the Software or its documentation. If there is a conflict between the licensing terms of such Third Party Components and this EULA, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by its third party licensors. Under no circumstances shall the Software or any portion thereof (except for the Third Party Components) be deemed to be “open source” or “publicly available” software.

Data Responsibility

We do our best to ensure the Software runs without errors. Still, we can't guarantee that your files will not be damaged or lost.

You acknowledge that Licensor will not be responsible for any failures or loss caused by files processed with the Software.

You acknowledge that Licensee is also responsible for validating the correctness of files (both input and output) processed with the Software.

Support

The Licensor shall provide the Licensee with a reasonable level of support through its website and/or e-mail. The Licensor however does not guarantee that all requests for support or bug reports are taken into consideration.

Termination

This Agreement remains in force until terminated.

If Licensee breaches this EULA, and fails to cure any breach within 14 calendar days after request from the Licensor, or the Licensor authorized representative, the Licensor may terminate this EULA, whereupon all rights granted to Licensee shall immediately cease.

The Agreement may be terminated by the Licensee at any time by providing 14 calendar days notice. This Agreement terminates automatically and immediately in case you enter into bankruptcy, apply for a suspension of payments, your assets are seized, you pass away, or in case you enter into liquidation, legal dissolution or winding-up.

This Agreement terminates immediately if Licensee attempts to circumvent technical protection measures used in connection with the Software.

After termination of the agreement (regardless of reason) you must cease all use of the Software. In addition you must remove all copies (including backup copies) of the Software from all computer systems under your control.

Warranty and Limitation of Liability

The 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 Software, IF ANY.

Survival of Disclaimers

The exclusions of warranties, indemnification obligations and liability limitations shall survive the termination of this EULA, however caused; but this survival shall not imply or create any continued right to use the Software after termination of this EULA.

Governing Law

This EULA will be governed by and construed in accordance with the applicable laws of the Netherlands. If you have a complaint, please let us know and we'll respond quickly. Disputes will be submitted to the competent court in Amsterdam, Netherlands.

Severability

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.

Proof of Compliance

Within 14 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 Software is in conformity with this EULA.

Miscellanea

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 EULA constitutes the entire agreement between the Licensee and the Licensor relating to the Software, and it supersedes all prior or contemporaneous representations, discussions, undertakings, communications, agreements, arrangements, advertisements, and understandings regulating to the Software.

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.

Should you have any questions concerning this EULA, please contact the Licensor at info@sejda.org