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Date Revised
Date Revised: April 5th 2012 PRODUCT LICENSE IMPORTANT: READ CAREFULLY: This
Aspose End User License Agreement ("EULA") is a legal agreement between You and
Aspose for the materials accompanying this EULA, which may include computer
software, associated media, printed materials, and "on line" or electronic
documentation and source files, resource files, project and solution files for
Software. BY INSTALLING, DOWNLOADING, COPYING
OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA.
IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, DOWNLOAD, COPY OR USE THE PRODUCT. The Product is protected by copyright laws and international
copyright treaties, as well as other intellectual property laws and treaties.
Aspose or its suppliers own the title, copyright and other intellectual property
rights in the Product. The Product is licensed, not sold. - DEFINITIONS.
1.1.
“API”
or “Application Programming Interface” means a publicly accessible interface defining the ways by which an
application program may request services from libraries and/or
software. 1.2.
“Confidential
Information”
is any information marked as confidential. 1.3.
“Derived
Works”
means works based upon or using the Product. 1.4.
“Enhanced
Support”
means any paid support package, including
Priority Support, Enterprise Support, and Sponsored Support. 1.5.
“EULA”
means this Aspose End User License Agreement. 1.6.
"Physical
Location”
means any physical address. For example, each store and/or
office with different address is a separate physical location. 1.7.
“Product”
means the Software and Source Code licensed under this EULA. 1.8.
“Software”
means computer software, associated media, printed materials,
and "on line" or electronic documentation provided under this
EULA. 1.9.
“SaaS” or
“Software as a Service”
means a model of software deployment whereby a provider licenses
an application to customers for use as a service on demand.
1.10.
“SDK” or
“Software Development Kit”
means a set of development tools that allows a software engineer
to create applications for a certain software package, software
framework, hardware platform, computer system, video game
console, operating system, or similar platform. 1.11.
“Source Code”
means source files, resource files, project and solution files
provided under this EULA. 1.12.
“Subscription”
means an agreement to purchase access to Software Updates and
Product fixes. 1.13.
"Updates”
means technical support, new version or new release of the
Product and/or supplements to the Software and/or related
information. 1.14.
“You” and
“Your” mean
the purchaser, either an individual or a single entity. - GRANT OF
LICENSE. Aspose grants You the rights described in this EULA
provided that You comply with all the terms and conditions of
this EULA:
2.1.
General
Software License Grant.
Aspose grants use of the Product according to one of the license
types below as identified in the Product title. All software
licenses are nonexclusive and nontransferable.
2.1.1.
Evaluation
License and Temporary License.
Evaluation and Temporary licenses are non-exclusive evaluation
licenses to use the Product for evaluation purposes only.
With an evaluation license the Product is fully
functional except the results produced will include an Aspose
watermark or a feature limitation, specified by the Product
documentation. When using an Evaluation License or a Temporary License, You
may
not use the Product to produce any Derived Works.
If you use the Product in any Derived Works, you must
purchase the applicable license and you may be sued for
collection and punitive damages. If You do not agree to these
terms, do not evaluate the Product and remove it from Your
computer immediately. Temporary licenses are limited to three
(3), thirty (30) day licenses per customer per twelve (12) month
period.
2.1.2.
Developer Small
Business License.
A
Developer Small Business license permits one (1) developer to
create an unlimited number of Derived Works using the Product.
One Developer license must be purchased for each developer using
the Product to create Derived Works.
A Developer Small Business license allows deployment of
any number of Derived Works, not including SaaS, using the
Product, to one (1) physical location. 2.1.3.
Developer OEM License.
A Developer
OEM license permits one (1) developer to create an unlimited number of Derived
Works using the Product. One Developer OEM license must be purchased for each
developer using the Product to create Derived Works. A Developer OEM license
allows royalty-free deployment of any number of Derived Works, including SaaS,
using the Product, to unlimited physical locations. 2.1.4.
Site
Small Business License.
AA Site
Small Business license permits up to ten (10) developers to create an unlimited
number of Derived Works using the Product. A Site Small Business license allows
deployment of any number of Derived Works, not including SaaS, using the
Product, at up to ten (10) physical locations.
2.1.5.
Site OEM License.
A Site OEM
license permits up to ten (10) developers to create an unlimited number of
Derived Works using the Product. A Site OEM license allows royalty-free
deployment of any number of Derived Works, including SaaS, using the Product, to
unlimited physical locations. 2.2.
General Source Code License
Grant. If Source Code
accompanies the Product, Aspose grants You one (1) personal, nontransferable,
nonexclusive, royalty-free license to make and use copies of the Source Code and
install such Source Code on any number of Your computers for Your internal use
and to design, develop and test Your software products. You may not use the
Source Code for any other purpose. You may not sublicense or redistribute the Source Code or any component thereof,
whether modified or not, to any third party.
2.3.
Documentation.
You may make any number of copies of the electronic and other
documentation provided with the Product, provided that all copies must be used
only for internal purposes and may not be republished or distributed externally.
2.4.
Disassembly.
You may not reverse engineer, decompile, disassemble or in any other way try to
gain access to information regarding the construction of the Product.
2.5.
Transfer.
You may not rent, lease, sub-license, sell, assign, transfer or pledge
the Product or this Agreement, on a temporary or permanent basis, without prior
written consent from Aspose
2.6.
Reservation of Rights.
Aspose reserves all rights not expressly granted herein. -
DESCRIPTION OF OTHER RIGHTS
AND
LIMITATIONS.
3.1.
Derived Works and
Redistribution 3.1.1.
The Product may not be distributed in any form that allows it
to be reused by any application other than Your derived work. 3.1.2.
The Product may not be included as part of a SDK.
3.1.3.
The Product may not be used to develop Derived Works that
offer similar or competing functionality as the Product, or expose features of
the Product through an
API for use
by an unlicensed third party. 3.1.4.
The Product may not be used to develop Derived Works that
offer similar functionality as the Product for any development platform,
including but not limited to .NET,
Java, SQL Reporting Services, JasperReports, SharePoint, Microsoft Dynamics,
Microsoft Azure, Amazon Web Services (“AWS”) or Google App Engine. 3.1.5.
Aspose is not obligated to provide support for works derived
from the Product.
3.1.6.
You may not distribute the Source Code in any form, with or
without modifications, to any party other than signatories to this EULA.
3.1.7.
Works derived from the Product may not be called "Aspose",
nor may "Aspose" appear in their name, without prior written permission from
Aspose. 3.1.8.
The name "Aspose" must not be used to endorse or promote
products derived from the Product without prior written permission. For written
permission, please contact sales@aspose.com.
3.2.
Rental. You may not rent, lease, or lend
the Product without express written permission from Aspose. 3.3.
Termination. Without prejudice to any other
rights, Aspose may terminate this EULA if You fail to comply with the terms and
conditions of this EULA. In such event, You must destroy all copies of the
Product, including but not limited to the Source Code, backups and all of its
component parts and Derived Works. 3.4.
Survival. Other than Sections 2, 4, and 5 or
unless by its nature a provision cannot survive this agreement, the provisions
of this Agreement shall survive the expiration or any termination of this
Agreement. 3.5.
Consideration. For the rights and license granted
in this EULA, including both the General Software License and the General Source
Code License, You will pay Aspose the currently published price available at
Aspose.com or another mutually agreed upon amount to appear on a valid invoice. 3.6.
Term. The term of this EULA shall
continue perpetually from the date of purchase unless terminated according to
Section 3.3. 3.7.
Consent to Use of Data. You agree that Aspose and its
affiliates may collect and use technical information, excluding any Confidential
Information, gathered as part of the Product support services provided to You.
Aspose may use this information solely to improve our products or to provide
customized services or technologies to You. Aspose may disclose this
information, excluding any Confidential Information, to others but not in a form
that personally identifies You. -
SOFTWARE MAINTENANCE, UPDATES AND DISCONTINUATION.
4.1.
Subscription:
A Subscription entitles the purchaser to Updates of the Product and access to
Product fixes for a period of one (1) year (365 days) following the purchase of
the Product.
4.2.
Updates: Aspose may, in its sole
discretion, provide technical support and/or Updates to You hereunder, in which
case such Updates shall also be deemed to be included in the Product and
therefore governed by this EULA, unless other terms of use are provided by
Aspose with such Updates. 4.3.
Technical Support: Technical Support, whether free or
through a paid Enhanced Support subscription is provided with the following
conditions: 4.3.1.
Technical support is provided only through Aspose Support
Forums. You agree not to attempt to bypass the Support Forums via phone,
email, or other means. 4.3.2.
Aspose does not guarantee that any fix will be provided in
any given time period. Any estimates provided are estimates only and are
not binding or enforceable. 4.3.3.
Updates and fix notifications are posted in the Aspose
Support Forum; they are not provided directly to You. You agree to check
the relevant Support Forum for Your Updates and fixes. 4.3.4.
Aspose will provide support status updates when You request
them. 4.3.5.
Aspose will typically provide support for the Product throughout the license
subscription period whether the Product has been discontinued or not.
However, Aspose reserves the right to cancel support, whether provided for free
or Enhanced Support for a fee, at any time and for any reason. 4.4.
Enhanced Support:
Enhanced Support services will be provided substantially as described in the
description of services available at http://www.aspose.com. In addition to the
terms in Section 4.3, the following shall apply: 4.4.1.
Aspose shall use reasonable efforts to solve problems
identified by You; however, Aspose does not warrant that it will solve any
particular problem in a given timescale, or at all.
4.4.2.
Enhanced Support packages are subject to fair use policies as
described on the Enhanced Support product descriptions. 4.5.
Discontinuation of Product: Aspose reserves the right
to discontinue the Product at any time, whether it is offered individually or as
a part of a product suite. 4.5.1.
If Aspose discontinues the Product, they will announce
product discontinuation through the Monthly Aspose Customer Newsletter, which
You may subscribe to or access at http://www.aspose.com.
It is Your responsibility to check Newsletter contents for notice of
product discontinuation. Notice will be given at least fifteen (15) days prior
to the discontinuation of the Product. 4.5.2.
If for any reason, including insolvency or dissolution,
Aspose is unable to remain in business and continue to offer its products either
under the Aspose name or another name they will provide the following remedy to
each license owner: 4.5.3.
Aspose will make a reasonable effort to notify You at least thirty (30) days
prior to close of business. 4.5.4.
You will be provided with the option of purchasing Product Source Code for the
Product You own current licenses for at a cost of no more than the cost of a
single Site OEM license at that point. -
SOFTWARE DELIVERY. The Product and any associated materials are provided in
electronic format only. You are
responsible for downloading the Product from the Aspose website:
http://www.aspose.com.
Upon
purchase, Aspose shall deliver to You an electronic license file which will
enable the Product to function in the purchased license capacity. Previous
versions of the Product will only be available for a twelve (12) month period
from the date of publishing; access to previous versions once removed will only
be available to customers who hold a current subscription for the Product.
Customers are advised to keep
a backup copy of any downloaded software for future use. -
UPGRADES. If this copy of the Product is an upgrade from an earlier version of the
Product, it is provided to You on a license exchange basis. You agree by Your
installation and use of such copy of the Product to voluntarily terminate Your
earlier EULA and that You will not continue to use the earlier version of the
Product or transfer it to another person or entity unless expressly permitted by
Aspose in writing. -
INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to
the Product (including but not limited to any images, photographs, animations,
video, audio, music, text and "applets" incorporated into the Product and any
copies of the Product that You are expressly permitted to make herein) are owned
by Aspose or its suppliers. All title and intellectual property rights in and to
the content which may be accessed through use of the Product are the property of
the respective content owner and may be protected by applicable copyright or
other intellectual property laws and treaties. This EULA grants You no rights to
use such content. All title and intellectual property rights in and to Your
modifications to the Product are owned by You provided that such modifications
are made available to Aspose free of charge and royalty-free for inclusion in
later releases of the Product. All rights not expressly granted are reserved by
Aspose. -
NONDISCLOSE
8.1.
Both parties recognize that the other party may obtain proprietary and/or
Confidential Information in the course of the business. Each party agrees that
it will not disclose Confidential Information to any third party except (i) as
provided for in this EULA or as necessary to pursue and implement the business
relationships defined herein; (ii) to its responsible employees and professional
advisors with a bona fide need to know and who are bound by agreement or law to
keep such information confidential; (iii) as authorized by the other party in
writing or (iv) to the extent required by applicable law, court, or government
agency, provided that the party required to disclose Confidential Information
promptly notifies the other party and cooperates with any efforts by the other
party, at the other party’s expense, to limit such disclosure by means of
seeking a protective order or requesting confidential treatment.
8.2.
The
parties agree that any party that violates this Section 8 shall pay liquidated
damages of no less than four (4) times the purchase price or seven thousand
dollars ($7,000.00 USD) whichever is greater if any violation of this Section 8
is proved in a court of law or admitted plus any direct, indirect, or actual
damages.
-
LINKS
TO THIRD PARTY SITES. You may link to third party sites through the use of the Product. The third
party sites are not under the control of Aspose, and Aspose is not responsible
for the contents of any third party sites, any links contained in third party
sites, or any changes or updates to third party sites. Aspose is not responsible
for webcasting or any other form of transmission received from any third party
sites. Aspose is providing these links to third party sites to You only as a
convenience, and the inclusion of any link does not imply an endorsement by
Aspose of the third party site.
-
LIMITED WARRANTY AND DISCLAIMER. 10.1.
Except with respect to an evaluation version of the Product, Aspose warrants
that, for a period of thirty (30) days from the date of delivery (as evidenced
by a copy of Your receipt): (i) when used with a recommended hardware
configuration, the Product will perform in substantial conformance with the
documentation supplied with the Product; and (ii) the physical media on which
the Product is furnished, if any, will be free from defects in materials and
workmanship under normal use. This warranty applies only on initial Product
purchases and does not apply to Subscription renewals or Updates.
10.2.
ASPOSE PROVIDES NO REMEDIES OR
WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR EVALUATION VERSIONS OF THE PRODUCT.
THE EVALUATION VERSION OF THE PRODUCT IS PROVIDED "AS IS".
10.3.
ASPOSE AND ITS SUPPLIERS
DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR
OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. ASPOSE DOES NOT WARRANT THAT THE PRODUCT IS ERROR-FREE OR
WILL OPERATE WITHOUT INTERRUPTION. THE PRODUCT IS NOT DESIGNED, INTENDED OR
LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS,
INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION
OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC
CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. ASPOSE SPECIFICALLY DISCLAIMS ANY
EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
10.4.
IF APPLICABLE LAW REQUIRES ANY
WARRANTIES WITH RESPECT TO THE PRODUCT, ALL SUCH WARRANTIES ARE LIMITED IN
DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.
10.5.
NO ORAL OR WRITTEN INFORMATION
OR ADVICE GIVEN BY ASPOSE, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL
CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED
HEREIN. -
EXCLUSIVE REMEDY. Your exclusive remedy for breach of warranty is to return
the Product to the place You acquired it, with a copy of Your receipt and a
description of the problem. If You report a breach of warranty to Aspose no more
than thirty (30) days following delivery, then Aspose will use reasonable
commercial efforts to supply You with a replacement copy of the Product that
substantially conforms to the documentation, provide a replacement for defective
media, or refund to You Your purchase price for the Product, at its option.
Aspose shall have no responsibility if the Product has been altered in any way,
if the media has been damaged by misuse, accident, abuse, modification or
misapplication, or if the failure arises out of use of the Product with other
than a recommended hardware configuration. Any such misuse, accident, abuse,
modification or misapplication of the Product will void all warranties. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF
EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCT. -
LIMITATION OF LIABILITY. Except with regard to: (i) breach of confidentiality
obligations; and (ii) any costs associated with the defense chosen by Aspose,
and (iii) settlement, to the infringed upon party, of an intellectual property
right claim, liability shall be limited as follows:
12.1.
NEITHER ASPOSE NOR ITS
SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED
TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS,
LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF,
OR INABILITY TO USE, THE PRODUCT AND BASED ON ANY THEORY OF LIABILITY INCLUDING
BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR OTHERWISE, EVEN IF ASPOSE OR ITS REPRESENTATIVES HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS
FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12.2.
ASPOSE'S TOTAL LIABILITY TO
YOU FOR ACTUAL DAMAGES, FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT
PAID BY YOU FOR THE PRODUCT THAT CAUSED SUCH DAMAGE.
12.3.
THE FOREGOING LIMITATIONS ON
LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL
OTHER ASPECTS OF THIS EULA. -
INDEMNITY. You agree to hold Aspose harmless against, and at Your expense handle and
defend, any claim and defend any third party suit brought against You based upon
an allegation that any software developed by You and included in Derived Works
produced using the Product constitutes an infringement of any international
patent, or any copyright or other proprietary or intellectual property right.
You shall pay all damages and costs awarded in such suit. Aspose will indemnify, defend and hold You, and/or Your and/or its affiliated
and/or subsidiary companies harmless against any claims, legal actions, losses
and other expenses arising out of or in connection with any claims that the
Product and/or related documentation infringes or violates any intellectual
property right of any third party ("Claim"), on the condition that You notify
Aspose promptly of the Claim and give Aspose sole control of the defense and
negotiations for its settlement or compromise. If You become, or may become,
prohibited from continued use of the Software and/or the Product by reason of an
actual or anticipated Claim, Aspose will use its reasonable efforts to do the
following: (a) obtain for You the right to use the Software and/or the Product, or (b) replace
or modify such Software and/or the Product so that it is no longer subject to a
Claim, but performs the same functions in an equivalent manner.
In the event that Aspose
determines, in its sole discretion, that neither (A) nor (B) is commercially
reasonable, Aspose shall refund the residual value of the license fees paid by
You for the infringing Product or Software, depreciated using a straight line
method of depreciation over a forty-eight month period from the date of delivery
of the Product to You. -
TAXES. The license fees and any other amounts payable pursuant to the terms and
conditions herein are exclusive of all national, state, regional, local
municipal or other taxes and fees including, but not limited to, excise, sales,
use, property, ad valorem, intangibles, goods and services and value added
taxes, customers duties and registration fees, now in force or enacted in the
future, and all such taxes and fees, except taxes based on Aspose’s net worth,
capital or net income, shall be paid directly by You, or if paid by Aspose, You
will reimburse Aspose. -
NO
WAIVER. No action taken by either party pursuant to this EULA, and
no waiver by either party, whether express or implied, of any provision or right
in this EULA or any breach thereof, and no failure of either party to exercise
or enforce any of its rights under this EULA, will constitute a continuing
waiver with respect to such provision or right or as a breach or waiver or any
other provision or right, whether or not similar. -
SEVERABILITY. If any covenant or provision of the EULA is determined to be void or
unenforceable in whole or part, then such void or unenforceable covenant or
provision shall be deleted from this EULA and shall not effect or impair the
enforceability or validity of any other covenant or provision of this EULA or
any part thereof. -
GOVERNING LAW. 17.1. Arbitration:
All disputes arising out of or in connection with the present contract shall be
finally settled under the Rules of Arbitration of the International Chamber of
Commerce by one or more arbitrators appointed in accordance with the said Rules.
Arbitration shall be held in San Francisco, CA, USA and shall be held in
English. The United National Convention on Contracts for the International
Sale of Goods shall govern the interpretation of this contract. 17.2.
Injunctive relief: As an alternative or supplement to arbitration Aspose, at
its option, may obtain in any court of competent jurisdiction any injunctive
relief, including temporary restraining orders and preliminary injunctions,
against conduct or threatened conduct for which no adequate remedy at law may be
available or which may cause Aspose irreparable harm. -
FURTHER INSTRUMENTS.
Except as otherwise expressly provided in this
Agreement, each party shall furnish to the other (and shall deliver and cause to
be executed, acknowledged and delivered to the other) any further instruments,
which such other party may reasonably require or deem necessary from time to
time to evidence, establish, protect, enforce, defend or secure to such other
party any or all of its rights hereunder or to more effectuate or carry out the
purposes, provisions or intent of this Agreement. -
CAPTIONS. All indexes, titles, subject headings, section titles, and similar items
are provide for the purpose of reference and convenience and are not intended to
be inclusive, definitive, or to affect the meaning or scope of this Agreement. -
UPDATES. Aspose may make updates and changes to this license agreement from time to time. Such changes will be posted on our website at http://www.aspose.com as well as distributed with the Product. You are bound by the terms of the EULA as it is posted or distributed at the most recent time you install the Software or Updates. If You do not wish to be bound by the terms of this license agreement You should not install any Updates or additional Software. -
PUBLICITY. You grant Aspose the right to use Your name and logo in press releases, brochures, case studies, marketing materials, the Aspose website and similar materials indicating that You are a customer of Aspose. You can deny Aspose this right at any time by submitting a written request via email to PUBLICITY@ASPOSE.COM, requesting to be excluded from promotional materials. Requests made after purchase may take up to 30 days to process. -
ENTIRE AGREEMENT. This EULA is the entire agreement between You and Aspose
relating to the Product and the support services (if any) and it supersedes all
prior or contemporaneous oral or written communications, proposals and
representations with respect to the Product or any other subject matter covered
by this EULA. This EULA includes and
encompasses materials referenced herein from the Aspose.com website. To the
extent the terms of any Aspose policies or programs for support services
conflict with the terms of this EULA, the terms of this EULA shall control.
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