Notice
to User: Qoppa
Softare, LLC. ("Qoppa") IS WILLING TO LICENSE QOPPA
PDF AUTOMATION SERVER (Qoppa PAS) SOFTWARE TO LICENSEE ONLY UPON THE CONDITION
THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT
("AGREEMENT"). PLEASE READ THE TERMS AND CONDITIONS OF
THIS AGREEMENT CAREFULLY. BY DOWNLOADING OR INSTALLING THIS SOFTWARE,
LICENSEE
ACCEPTS THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.
1.0 Definitions
"
Licensed Software" means the Qoppa PAS Software in binary
form, any other machine readable materials (including, but not limited
to, libraries, source files, header files, and data files) and any
user manuals, programming guides and other documentation provided
to Licensee by Qoppa under this Agreement.
2.0 Limited
License
Qoppa grants to Licensee, a non-exclusive, non- transferable, royalty-free
and limited license to use Licensed Software internally for the
purposes of evaluation only. No license is granted to Licensee for
any other purpose. Licensee may not sell, rent, loan or otherwise
encumber or transfer Licensed Software in whole or in part, to any
third party.
3.0 License
Restrictions
3.1 Licensee may not duplicate Licensed Software other than for a
single copy of Licensed Software for archival purposes only. Licensee
agrees to reproduce any copyright and other proprietary right notices
on any such copy.
3.2 Except as otherwise provided by law, Licensee may not modify or
create derivative works of the Licensed Software, or reverse engineer,
disassemble or decompile binary portions of the Licensed Software,
or otherwise attempt to derive the source code from such portions.
3.3 No right, title, or interest in or to Licensed Software, any trademarks,
service marks, or trade names of Qoppa or Qoppa's licensors is granted
under this Agreement.
3.4 Licensee shall have no right to use the Licensed Software for
productive or commercial use.
4.0 No
Support
Qoppa is under no obligation to support Licensed Software or to provide
Licensee with updates or error corrections (collectively "Software
Updates"). If Qoppa, at its sole option, supplies Software
Updates to Licensee, the Software Updates will be considered part
of Licensed Software, and subject to the terms of this Agreement.
5.0 Term
and Termination of Agreement
5 .1 This Agreement will commence on the date on which Licensee receives
Licensed Software (the "Effective Date") and will expire
ninety (90) days from the Effective Date, unless terminated earlier
as provided below.
5 .2 Either party may terminate this Agreement upon ten (10) days
written notice to the other party. However, Qoppa may terminate this
Agreement immediately should any Licensed Software become, or in Qoppa's
opinion be likely to become, the subject of a claim of infringement
of a patent, trade secret or copyright.
5 .3 Qoppa may terminate this Agreement immediately should Licensee
materially breach any of its provisions or take any action in derogation
of Qoppa's rights to the Confidential Information licensed to Licensee.
5 .4 Upon termination or expiration of this Agreement, Licensee will
immediately cease use of and destroy Licensed Software and any copies
thereof and provide Qoppa a written statement certifying that Licensee
has complied with the foregoing obligations.
5 .5 Rights and obligations under this Agreement which by their nature
should survive, will remain in effect after termination or expiration
hereof.
6.0 Confidential
Information
6 .1 For purposes of this Agreement, "Confidential Information" means:
(i) business and technical information and any source code or binary
code which Qoppa discloses to Licensee related to Licensed Software;
and (ii) the terms, conditions, and existence of this Agreement. Licensee
may not disclose Confidential Information or use it except for the
purposes specified in this Agreement. Licensee will protect the confidentiality
of Confidential Information to the same degree of care, but no less
than reasonable care, as Licensee uses to protect its own Confidential
Information. Licensee's obligations regarding Confidential Information
will expire no less than five (5) years from the date of receipt of
the Confidential Information, except for Qoppa source code which will
be protected in perpetuity. Licensee agrees that Licensed Software
contains trade secrets of Qoppa.
6 .2 Notwithstanding any provisions contained in this Agreement concerning
nondisclosure and non-use of the Confidential Information, the nondisclosure
obligations of Section 6.1 will not apply to any portion of Confidential
Information that a Licensee can demonstrate in writing is: (i) now,
or hereafter through no act or failure to act on the part of Licensee
becomes, generally known to the general public; (ii) known to Licensee
at the time of receiving the Confidential Information without an obligation
of confidentiality; (iii) hereafter rightfully furnished to Licensee
by a third party without restriction on disclosure; or (iv) independently
developed by Licensee without any use of the Confidential Information.
6 .3 Licensee must restrict access to Confidential Information to
its employees or contractors with a need for this access to perform
their employment or contractual obligations and who have agreed in
writing to be bound by a confidentiality obligation which incorporates
the protections and restrictions substantially as set forth in this
Agreement.
7.0 Disclaimer
of Warranty
7.1 Licensee acknowledges that Licensed Software may contain errors
and is not designed or intended for use in the design, construction,
operation or maintenance of any nuclear facility ("High Risk
Activities"). Qoppa disclaims any express or implied warranty
of fitness for such uses. Licensee represents and warrants to Qoppa
that it will not use, distribute or license the Licensed Software
for High Risk Activities.
7 .2 LICENSED SOFTWARE IS PROVIDED "AS IS". ALL EXPRESS
OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING
ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS
FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT
TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
8.0 Limitation
of Liability
8 .1 Licensee acknowledges that the Licensed Software is experimental.
Licensee acknowledges that the Licensed Software may have defects
or deficiencies which cannot or will not be corrected by Qoppa.
Licensee will hold Qoppa harmless from any claims based on Licensee's
use of the Licensed Software for any purposes other than those of
internal evaluation, and from any claims that later versions or
releases of any Licensed Software furnished to Licensee are incompatible
with the Licensed Software provided to Licensee under this Agreement.
8 .2 Licensee shall have the sole responsibility to protect adequately
and backup Licensee's data and/or equipment used in connection with
the Licensed Software. Licensee shall not claim against Qoppa for
lost data, re-run time, inaccurate output, work delays or lost profits
resulting from Licensee' use of the Licensed Software.
8 .3 Licensee acknowledges that Qoppa is under no obligation to release
the Licensed Software as a product of Qoppa.
8 .4 To the extent not prohibited by law, in no event will Qoppa be
liable for any indirect, punitive, special, incidental or consequential
damage in connection with or arising out of this Agreement (including
loss of business, revenue, profits, use, data or other economic advantage),
however it arises, whether for breach or in tort, even if the other
party has been previously advised of the possibility of such damage.
9.0 U.S.
Government Rights
If this Software is being acquired by or on behalf of the U.S. Government
or by a U.S. Government prime contractor or subcontractor (at any
tier), then the Government's rights in the Software and accompanying
documentation shall be only as set forth in this license; this is
in accordance with 48 C.F.R. 227.7201 through 227.7202-4 (for Department
of Defense (DoD) acquisitions) and with 48 C.F.R. 2.101 and 12.212
(for non-DoD acquisitions).
10.0 General
Terms
10.1 Any action related to this Agreement will be governed by Georgia
law and controlling U.S. federal law. The U.N. Convention for the
International Sale of Goods and the choice of law rules of any jurisdiction
will not apply.
10.2 Licensed Software and technical data delivered under this Agreement
are subject to U.S. export control laws and may be subject to export
or import regulations in other countries. Licensee agrees to comply
strictly with all such laws and regulations and acknowledges that
it has the responsibility to obtain such licenses to export, re-export
or import as may be required after delivery to Licensee.
10.3 It is understood and agreed that, notwithstanding any other provision
of this Agreement, Licensee's breach of the provisions of Section
6 of this Agreement will cause Qoppa irreparable damage for which
recovery of money damages would be inadequate, and that Qoppa will
therefore be entitled to seek timely injunctive relief to protect
Qoppa's rights under this Agreement in addition to any and all remedies
available at law.
10.4 Neither party may assign or otherwise transfer any of its rights
or obligations under this Agreement, without the prior written consent
of the other party, except that Qoppa may assign this Agreement to
an affiliated company.
10.5 This Agreement is the parties' entire agreement relating to its
subject matter. It supersedes all prior or contemporaneous oral or
written communications, proposals, conditions, representations and
warranties and prevails over any conflicting or additional terms of
any quote, order, acknowledgment, or other communication between the
parties relating to its subject matter during the term of this Agreement.
No modification to this Agreement will be binding, unless in writing
and signed by an authorized representative of each party.
11.0 Adobe Color Profiles 11.1 Where the distribution of the Software contains some files, hereby referred to collectively as Adobe Color Profiles, that are owned by Adobe Systems Incorporated. By using the Licensed Software, Licensee agrees to the following conditions:
Licensee agrees that these files are provided on an “AS IS” basis. Adobe and / or Qoppa make no representation as to the adequacy of the Software for any particular purpose or to reproduce any particular result. Adobe and / or Qoppa shall not be liable for loss or damage arising from the distribution or use of the Adobe Color Profiles.
In no event shall Adobe and / or Qoppa be liable to Licensee or Licensee’s customers for any damages, claims or costs whatsoever or any consequential, indirect, incidental damages, or any lost profits or lost savings, even if an Adobe or Qoppa representative has been advised of the possibility of such loss, damages, claims or costs or for any claim by any third party.
11.2 The Adobe Color Profiles in this distribution can also be obtained from Adobe Systems Incorporated by going to its website at www.adobe.com.
