EULA - End User License Agreement
License Agreement PDF-XChange & PDF-Tools Software Developer Kits (SDK)
from Tracker Software Products Ltd 2001-7
PRINTED BELOW IN ITS ENTIRETY IS THE LICENSE AGREEMENT GOVERNING YOUR USE OF THE SOFTWARE. PLEASE READ THE LICENSE AGREEMENT.
TRACKER SOFTWARE PRODUCTS LTD. IS WILLING TO LICENSE THE ENCLOSED SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THE LICENSE AGREEMENT PRINTED BELOW. PLEASE READ THE TERMS CAREFULLY BEFORE OPENING THE PACKAGE CONTAINING THE DISKETTE(S)/CD-R(S), Electronic File OR CLICKING THE ACCEPT BUTTON DURING INSTALLATION, AS SUCH CONDUCT INDICATES YOUR ACCEPTANCE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS, TRACKER SOFTWARE PRODUCTS LTD IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH CASE YOU MUST IMMEDIATELY RETURN THE PACKAGE AND ALL ACCOMPANYING MATERIAL TO TRACKER SOFTWARE PRODUCTS LTD. OR YOUR AUTHORIZED DEALER FOR A FULL REFUND.
This License Agreement ("Agreement") is a legal agreement between Tracker Software Products Ltd, (Tracker), a Company registered in England, principally located in Turners Hill, West Sussex, England, and you, the user ("Licensee"), and is effective the date Licensee opens the package containing the diskette(s)/CD-R(s) or otherwise uses the enclosed software product.
This Agreement covers all materials associated with Trackers PDF-XChange API/SDK developers toolkit products including the enclosed software product ("Software") with the exception of the PDF-XChange PDF Viewer SDK for which there is a specific and separate license agreement.
1. GRANT OF DEVELOPMENT LICENSE
TRACKER grants Licensee a non-exclusive, non-transferable, worldwide license for one (1) programmer to install the Software on a single personal computer and use the Software and one copy of the associated user documentation contained in the accompanying user manual, "online" help and Acrobat files ("Documentation") in the development of End User software applications as contemplated in section 2 below (herein, the "Application Software"). If additional programming seats are needed, Licensee should contact TRACKER for discounted license pricing. The license granted hereunder applies only to the designated version of the enclosed Software. If the Software is an upgrade or cross grade, it, and the product that was upgraded/cross graded constitute a single copy of the Software for purposes hereof and the new version and product that was upgraded/cross graded cannot be used by two people at the same time.
2. END USER APPLICATION
The Application Software developed by Licensee must be an "End User Application." An "end user application" is a specific application program that is licensed to a person or firm for business or personal use and not with a view toward redistributing the application or any part of the application, and may be either an application that is used by Licensee internally, or an application that is commercially distributed to end users for their use. A user of an end user application may not modify or redistribute the application and may not copy it (other than for archival purposes). Licensees license agreement covering the Application Software must contain restrictions prohibiting redistribution, modification and copying of the Application Software. The license rights hereunder do not apply to the development and deployment of software products such as Printer Drivers, ActiveX controls, plug-ins, authoring tools, development toolkits, compilers, operating systems and also software products OR where a significant function is to generate PDF format files (as defined by Adobe Systems Inc) and other file formats from 3rd party software applications not developed by the licensee, indirectly or otherwise, - such as Microsofts Office suite and component applications other than for the purpose of creating and then storing such files within a structured application for the archival and management of documents that is developed by the licensee and any other software not falling within the definition of an end user application. If Licensee wishes to develop a product outside the scope of this license, Licensee should contact TRACKERS OEM Sales department to see if a special license is available.
3. GRANT OF DUPLICATION AND DISTRIBUTION LICENSE
The Software includes certain runtime libraries and files intended for duplication and distribution by Licensee within the Application Software to the user of Application Software ("Redistributables"). The Redistributable components of the Software are those files specifically designated as being distributable in the "Files to be Included with Your Application" section of the Online Help file, the terms of which are hereby incorporated herein by reference. Licensee should refer to the Documentation and specifically the "Online Help" file for additional information regarding the Redistributables. Under TRACKERS copyright, and subject to all the restrictions and conditions set forth in this Agreement and the Documentation, TRACKER hereby grants Licensee (and only Licensee) a non-exclusive, non-transferable, worldwide license to reproduce exact copies of the Redistributables and include such files in the Application Software, and to deploy the Application Software internally and/or distribute the Application Software, directly or through customary distribution channels, to end users on a royalty free basis. (The foregoing sentence does not apply if Licensee has licensed Trackers PDF-XChange Printer Driver for Windows for End User use (as Opposed to the API/SDK Toolkit Licensed products. This product requires additional run time licensing based on use/distribution of the Application Software: see Section 4, "Duplication and Distribution of Royalty Bearing Versions " below.) If Licensee wishes to use an OEM who will modify the Application Software and copy it, Licensee must first obtain an OEM distribution license from TRACKER or must require the OEM to obtain a license from TRACKER. Duplication or Redistribution of the Application Software, or any portion thereof, by the users of the Application Software, without a separate written redistribution license from TRACKER is prohibited. If the enclosed Software is packaged "For Evaluation Only," no right to copy and/or distribute the Redistributables is granted. No rights to copy or redistribute the Application Software are granted until such time as Licensee has properly registered the Software with TRACKER and otherwise complied with this Agreement. Unless otherwise agreed in writing by Tracker, developer must distribute any Print drivers included using the Tracker Installation executable file provided for this purpose to ensure correct distribution and licensing adherence.
Once licensed, you may create and distribute a maximum of 100,000 end user application licenses incorporating any part of the allowed elements of this developers kit - should the number of licenses you intend to distribute (or have already distributed) exceed this figure (other than for demonstration, evaluation or publicity purposes) then you must contact Tracker Software Products immediately and prior to (further) distribution or as soon as it becomes known to you that this figure will or has been exceeded to discuss alternative licensing options. Further you agree at any time, on request and within 30 days of such request, to supply a duly audited and notarised account of application licenses delivered/sold where components of this licensed developer kit have been used and distributed other than for demonstration, evaluation or publicity purposes.
4. DUPLICATION AND DISTRIBUTION OF ROYALTY BEARING VERSIONS OF THE SOFTWARE
If the enclosed Software is Trackers PDF-XChange Printer Driver designed for End User use as opposed to a component of the SDK kits available, (collectively known as "Royalty Bearing Versions") Licensee is required to enter into a separate duplication and distribution license prior to deployment of the Application Software. No duplication or distribution rights are granted hereunder with respect to the Royalty Bearing Versions.
5. OTHER RESTRICTIONS
The licenses granted under this Agreement are expressly conditioned upon Licensees compliance with all the terms and conditions of this Agreement. Licensee may not use, copy, rent, lease, sell, sublicense, assign or otherwise transfer the Software except as expressly provided for in this Agreement. Licensee may make a reasonable number of archival copies of the Software. Except for the Redistributables, Licensee shall not distribute any files contained in the Software, including without limitation, .CLW, .INC, .TPL, .CHM, .DRV, .LIB, .H, .MAK, .DEF, .TXT, .PDF or .HLP files. Licensee shall not reproduce, copy or transfer any Documentation, except Licensee may use the sample source code examples contained in the Documentation for the purpose of developing the Application Software. Upon TRACKERS request, Licensee agrees to send TRACKER one demonstration copy of the Application Software. If the Software is PDF-XChange, the Application Software may only access the .DLL file(s) directly and not through the PDF-XChange Print driver (.DRV file(s).) Licensee may only directly access the .DLL file(s) if Licensee has a license in good standing for a PDF-XChange product with an API/SDK License such as PDF-XChange SDK or PDF-Tools SDK, and only then the appropriate Library DLLs relevant to each SDK. Any distributor or reseller of Application Software appointed by Licensee must be subject to a binding agreement that includes provisions no less protective of TRACKERS intellectual property rights in the Software as it is protective of Licensees rights in its own software. Licensee acknowledges that the Software, in source code form, remains a confidential trade secret of TRACKER and/or its suppliers and therefore Licensee agrees that it shall not modify, decompile, disassemble or reverse engineer the Software or attempt to do so except as permitted by applicable legislation. Licensee agrees to refrain from disclosing the Software (and to take reasonable measures with its employees to ensure they do not disclose the Software) to any person, firm or entity except as expressly permitted herein. Specifically, Licensee will not disclose or publish any unlock codes or instruction sets provided by TRACKER relating to the Software. If Licensee wishes to use the Software in a manner prohibited by this Agreement, Licensee should contact TRACKERS OEM department to determine whether a special license may be obtained.
6. Use in Evaluation versions of Licensee Developers End User Applications.
Where the Licensee provides a limited use evaluation version of their End User software distribution of the PDF-XChange Tools SDK redistributable components shall not count towards the licensees allowed limited redistribution totals - provided that:
1: The functionality provided by the PDF-XChange or Tools SDK will cease on expiry of the evaluation period.
2: The evaluation period is no longer than 90 days otherwise it must count towards the overall limited redistribution rights provided by the clients purchased license and may not be provided under the umbrella of this evaluation concession.
3: In the event that the Licensee allows some functionality of their application to continue after the evaluation period expires this will not include the PDF-XChange or Tools SDK functions - otherwise it must count towards the overall limited redistribution rights provided by the clients purchased license and may not be provided under the umbrella of this evaluation concession.
If the Licensee is unable to ensure the above limited use restrictions are adhered to Licensee may not incorporate the PDF-XChange Tools SDK functionality in evaluation versions of their software applications without accounting for each installation provided towards the total license count, allowed under the terms of this license.
7. PROPRIETARY RIGHTS; COPYRIGHT NOTICES
Except for the limited license granted herein, TRACKER, and its suppliers, retains exclusive ownership of all proprietary rights (including all ownership rights, title, and interest) in and to the Software. Licensee agrees not to represent that TRACKER is affiliated with or approves of Licensees Application Software in any way. Except as required hereby, Licensee shall not use TRACKERS name, trademarks, or any TRACKER designation in association with Licensees Application Software. The Application Software may contain the following copyright notice in the "About box": "Portions of this product were created using PDF-XChange From Tracker Software Products Ltd 20001, ALL RIGHTS RESERVED."
8. EXPORT LAW
Licensee acknowledges and agrees that the Software and Application Software may be subject to restrictions and controls imposed by the United States Export Administration Act, as amended (the "ACT"), and the regulations there under. Licensee agrees and certifies that neither the Software nor any direct product thereof (e.g. the Application Software) is being or will be acquired, shipped, transferred or re-exported, directly or indirectly, into any country prohibited by the ACT and the regulations there under or will be used for any purpose prohibited by the same. Licensee acknowledges that the Software may include "technical data" subject to export and re-export restrictions imposed by U.S. law. Licensee bears all responsibility for export law compliance and will indemnify TRACKER against all claims based on Licensees exporting of the Application Software.
9. U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND
Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and FAR 52.227-19, as applicable. Manufacturer/Contractor is TRACKER SOFTWARE PRODUCTS LTD, Units 1-3, Burleigh Oaks, East Street, Turners Hill, West Sussex. England.RH10 4PZ
The license granted hereby is effective until terminated. Licensee may terminate the license by returning the Software and Documentation to TRACKER, without refund, and destroying all copies thereof in any form. TRACKER may terminate the licenses if Licensee fails to comply with any term or condition of this Agreement or any corresponding duplication and distribution agreement for Printer Driver Products. Upon such termination, Licensee shall cease using the Software and cease using or distributing the Application Software containing the Redistributables. All restrictions prohibiting Licensees use of the Software and intellectual property provisions relating to Software running to the benefit of TRACKER will survive termination of the license pursuant hereto. Termination will not affect properly granted end user licenses of the Application Software distributed by Licensee prior to termination.
11. EXCLUSION OF WARRANTIES
TRACKER and its suppliers offer and Licensee accepts the Software "AS IS." TRACKER and its suppliers do not warrant the Software will meet Licensees requirements or will operate uninterrupted or error-free. ALL WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED FROM THIS AGREEMENT AND SHALL NOT APPLY TO ANY SOFTWARE LICENSED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
12. LICENSEES REMEDIES: LIMITATIONS
LICENSEES SOLE AND EXCLUSIVE REMEDIES AGAINST TRACKER ON ANY AND ALL LEGAL OR EQUITABLE THEORIES OF RECOVERY SHALL BE, AT TRACKERS SOLE DISCRETION, (A) REPAIR OR REPLACEMENT OF DEFECTIVE SOFTWARE; OR (B) REFUND OF THE LICENSE FEE PAID BY LICENSEE.
13. NO LIABILITY FOR CONSEQUENTIAL DAMAGES
In no event shall TRACKER, or its suppliers, be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) arising out of use of or inability to use the Software, even if TRACKER or its dealer have been advised of the possibility of such damages. Some states do not allow the exclusion or limitation of certain implied warranties or the exclusion or limitation of incidental or consequential damages, in which case and to the extent such exclusion or limitation is not allowed, some of the foregoing limitations and exclusions may not apply to Licensee.
This Agreement shall be interpreted, construed, and enforced according to the laws of England. In the event of any action under this Agreement, the parties agree that courts located in England will have exclusive jurisdiction and that a suit may only be brought in England, and Licensee submits itself for the jurisdiction and venue of the courts located in England. This Agreement constitutes the entire agreement and understanding of the parties and may be modified only in writing signed by both parties. No officer, salesman, or agent has any authority to obligate TRACKER by any terms, stipulations or conditions not expressed in the Agreement. All previous representations and agreements, if any, either verbal or written, referring to the subject matter of this Agreement are void. If any portion of this Agreement is determined to be legally invalid or unenforceable, such portion will be severed from this Agreement and the remainder of the Agreement will continue to be fully enforceable and valid. This Agreement, and the rights hereunder, may not be assigned by Licensee, whether by oral or written assignment, sale of assets, merger, consolidation or otherwise, without the express written consent of TRACKER. Licensee agrees to be responsible for any and all losses or damages arising out of or incurred in connection with the Application Software. Licensee agrees to defend, indemnify and hold TRACKER harmless from any such loss or damage, including attorneys fees, arising from the use, operation or performance of the Application Software or Licensees breach of any terms of this Agreement. Licensee shall be responsible for paying all state and federal use, sales or value added taxes, duties or governmental charges, whether presently in force or which come into force in the future, related to the distribution and sale of the Application Software and will indemnify TRACKER against any claim made against TRACKER relating to any such taxes or assessments.
Copyright 2001-4 Tracker Software Products Ltd, Units 1-3, Burleigh Oaks, East Street, Turners Hill, West Sussex. England.RH10 4PZ
ALL RIGHTS RESERVED. All Other Trademarks acknowledged are the property of their respective owners.
PDF-XChange Templates Classes for Clarion for Windows (PDF-XChange-API/SDK customers only)
PDF-XChange API/SDK (PDF-XChange-API/SDK customers only)
PDF-XChange SDK Printer Driver (PDF-XChange-Print Driver customers only)
PDF-Tools SDK Templates Classes for Clarion for Windows (PDF-Tools-API/SDK customers only)
Delphi Components for PDF-XChange and/or PDF-Tools SDK products.
All Demo/Evaluation components and examples for PDF-XChange and/or PDF-Tools SDK products.
Please note no rights to use the PDF-XChange PDF Viewer SDK are contained herein, there is a specific and separate license agreement for the PDF-XChange PDF Viewer SDK to which you must specifically complete and return prior to use for anything other than evaluation use.