END-USER LICENSE AGREEMENT
Artifex Software Inc.
IMPORTANT, PLEASE READ CAREFULLY
YOU MAY NOT DOWNLOAD, INSTALL OR USE THIS Artifex SOFTWARE PRODUCT UNLESS YOU HAVE CAREFULLY READ THE TERMS AND CONDITIONS SET FORTH BELOW [AND INDICATE YOUR ACCEPTANCE OF SUCH TERMS AND CONDITIONS BY CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THIS SCREEN]:
BY INSTALLING OR USING THE SOFTWARE PRODUCT, YOU ARE CONSENTING TO BE BOUND BY THIS EULA AND REPRESENTING THAT YOU HAVE THE AUTHORITY TO BIND ANY LEGAL ENTITY WHOM YOU REPRESENT TO THIS EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS EULA, THEN (A) DO NOT INSTALL OR USE THE SOFTWARE PRODUCT, AND (B) YOU MAY RETURN THE SOFTWARE PRODUCT TO THE PERSON WHO PROVIDED IT TO YOU FOR A FULL REFUND. Should You have any questions concerning this EULA, or if You desire to contact Artifex for any reason, please contact the Artifex subsidiary serving Your country/region.
1. GRANT OF LICENSE. Subject to the terms and conditions of this EULA and Your payment of all applicable fees for the Software Product, Artifex and its suppliers hereby grant to You, and You hereby accept a nonexclusive, nonsublicensable and nontransferable license to install and use one copy of the Software Product, in object code only. If this Software Product contains documentation that is provided only in electronic form, You may print one copy of such electronic documentation; provided, however, that You may not copy the printed materials accompanying the Software Product.
2. RESERVATION OF RIGHTS; RESTRICTIONS. All rights not expressly granted by Artifex in this EULA are reserved. Except as otherwise expressly provided under this EULA, You shall not, and shall not allow any third party to:
(a) transfer, assign, distribute, sublicense, resell, re-license or provide, lease, lend or allow any access to the Software Product to any other person or entity, except as otherwise expressly provided herein;
(b) create derivative works based upon the Software Product;
(c) copy (except to make a single back-up copy to replace an unusable copy of the Software Product), distribute, modify, prepare derivative works based upon, decompile, decrypt, reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Software Product by any means whatsoever (except to the extent applicable laws specifically prohibit such restriction), disassemble or otherwise reduce the Software Product to human-readable form to gain access to trade secrets or confidential information in the Software Product;
(d) use the Software Product for timesharing, hosting or service bureau purposes; or
(e) remove, obscure, or alter Artifex’s (or its third party licensors’) copyright notices, trademarks, or other proprietary rights notices affixed to or contained within the Software Product (and any copies thereof, including the back-up copy) or use such notices, trademarks or service marks for any other purpose.
You understand and agree that (i) the Software Product is licensed to You and not sold, and (ii) your license to the individual components of the Software Product is limited to use of the Software Product as a whole. Artifex retains title to all intellectual property rights associated with the Software Product and any and all documentation thereof.
You may not be able to exercise Your rights to the Software Product under this EULA unless You register Your copy of the Software Product in the manner described during the launch sequence. The Software Product may include copy protection technology to prevent the unauthorized copying of the Software Product or may require original media for use of the Software Product.
3. PROPRIETARY NOTICES; TRADEMARKS. You agree to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software Product in the same form and manner that such copyright and other proprietary notices are included on the Software Product, including on any back-up copy of the Software Product. This EULA does not grant You any rights in connection with any trademarks or service marks of Artifex.
4. SUPPORT SERVICES. Artifex may provide You with support services related to the Software Product (“Support Services”) under the terms of a separate agreement. Use of Support Services, if any, is governed by the Artifex policies and terms described in the user manual, in “online” documentation, or in other Artifex-provided materials. Any supplemental software code provided to You as part of the Support Services is considered part of the Software Product and subject to the terms and conditions of this EULA.
5. DISCLAIMER OF WARRANTIES.
(a) Artifex AND ITS SUPPLIERS PROVIDE THE SOFTWARE PRODUCT AND SUPPORT SERVICES (IF ANY) TO YOU “AS IS,” AND YOUR USE IS AT YOUR OWN RISK. Artifex DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE DURATION OF ANY IMPLIED WARRANTY THAT IS NOT EFFECTIVELY DISCLAIMED WILL BE LIMITED TO THE WARRANTY PERIOD. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
(b) Artifex DOES NOT WARRANT THAT THE SOFTWARE PRODUCT IS ERROR FREE OR THAT YOU WILL BE ABLE TO OPERATE THE SOFTWARE WITHOUT PROBLEMS OR INTERRUPTIONS.
6. LIMITATION OF LIABILITY.
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER Artifex NOR ITS AFFILIATES, RESELLERS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS EULA, HOWSOEVER CAUSED BY ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO, CONTRACTS, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT Artifex OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF Artifex OR ANY OF ITS AFFILIATES, SUPPLIERS OR LICENSORS ARISING OUT OF OR RELATED TO THIS EULA EXCEED THE FEES ACTUALLY PAID TO Artifex FOR THE SOFTWARE PRODUCT.
(b) YOU ACKNOWLEDGE AND AGREE THAT THE PROVISIONS UNDER THIS EULA THAT LIMIT LIABILITY, DISCLAIM WARRANTIES, OR EXCLUDE CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OR REMEDIES ARE ESSENTIAL TERMS OF THIS EULA THAT ARE FUNDAMENTAL TO THE PARTIES’ UNDERSTANDING REGARDING ALLOCATION OF RISK. ACCORDINGLY, SUCH PROVISIONS SHALL BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISIONS AND SHALL BE ENFORCED AS SUCH, REGARDLESS OF ANY BREACH OR OTHER OCCURRENCE HEREUNDER, AND EVEN UNDER CIRCUMSTANCES THAT CAUSE ANY EXCLUSIVE REMEDY UNDER THIS EULA TO FAIL OF ITS ESSENTIAL PURPOSE.
7. TERM AND TERMINATION.
(a) The term of this EULA shall commence upon the date You accept the terms and conditions of this EULA, and shall continue in full force and effect thereafter unless terminated by Artifex as provided herein. Artifex may, at its option, terminate this EULA immediately upon notice to You, if You fail to comply with any terms and conditions of this EULA.
(b) Upon termination, all license rights under this EULA will terminate and You must promptly destroy all copies of the Software Product in Your possession or control. Upon Artifex’s request, You shall certify in writing that You have complied with Your obligations under this Section and otherwise under this EULA. Termination by Artifex will not limit any of Artifex’s other rights or remedies under this EULA or at law or in equity.
(a) LIMITS ON YOUR RIGHT TO TRANSFER. You may not assign, sublicense, rent, lease, lend, sell, grant a security interest in, or otherwise transfer the Software Product or any rights under this EULA without the prior written consent of Artifex.
(b) APPLICABLE LAW. This EULA is governed by the laws of the United States and the State of California, without regard to the conflict of laws principles thereof. In relation to any legal action or proceeding arising out of this EULA, You hereby irrevocably consent and submit to the exclusive jurisdiction of the competent federal and state courts having jurisdiction in Marin County, California, and waive any objection to proceedings in such courts.
(c) COMPLIANCE WITH LAWS. You agree to use the Software Product in compliance with all applicable laws, statutes, rules and regulations, including, without limitation, U.S. export laws and regulations.
(d) SEVERABILITY AND SURVIVAL. If any provision of this EULA is illegal or unenforceable under applicable law, the remaining provisions of this EULA will remain valid and fully enforceable. If any provision is in part enforceable and in part unenforceable, it will be enforced to the extent permitted under applicable law. Sections 2, 3, 5, 6, 7 and 8 shall survive the termination of this EULA.
(e) INJUNCTIVE RELIEF. You agree that a breach of this EULA adversely affecting Artifex’s proprietary rights in the Software Product may cause irreparable injury to Artifex for which monetary damages would not be an adequate remedy and Artifex shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.
(f) ENTIRE AGREEMENT. This EULA (including any addendum or amendment to this EULA which is included with the Software Product) is the entire agreement between You and Artifex relating to the Software Product and the Support Services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. No amendment to or modification of this EULA will be binding unless made in writing and signed by Artifex. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. In the event of any conflict between this EULA and any applicable purchase order terms, the terms of this EULA shall control.
(g) U.S. GOVERNMENT END USERS. The Software Product is "commercial items" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end Clients acquire the Software with only those rights set forth under this EULA. Any technical data provided that is not covered by the above provisions shall be deemed “technical data-commercial items" pursuant to 48 C.F.R. 227.7015(a). Any use, modification, reproduction, release, performance, display or disclosure of such technical data shall be governed by the terms of 48 C.F.R. 227.7015(b).