qPDF Toolkit EULA
Terms and Conditions
In exchange for payment of the licensing fees as set forth in Schedule A of Exhibit A (the “Licensing Fees”), attached hereto and incorporated herein, Qoppa grants to Licensee a non-assignable, non-transferable, and Non-Exclusive license to use the following software in binary form including all updates and revisions thereof supplied by Qoppa pursuant to the terms in this agreement (hereafter, “Licensed Software” or “Software”):
In accordance with the following conditions:
1.1. Binary Code – The Licensed Software in compiled binary code form.
1.2. Copy – The medium on which information is fixed on a temporary or permanent basis and from which it can be perceived, reproduced, used, or communicated, either directly or with the aid of a machine or device.
1.3. Licensed Documentation – All documentation, other than the Licensed Software, related to the Licensed Software supplied by Qoppa hereunder, whether in printed or electronic form.
1.4. Licensed Product – Collectively the Licensed Software and Licensed Documentation.
1.5. Licensed Software (or Software) – Has the meaning set forth in the preamble above.
1.6. Modification – Deleting code from, adding code to, or altering the code in the Licensed Software.
1.7. Modify – To create or engage in creating a Modification.
1.8. Non-exclusive License – A license that does not preclude the licensor from transferring to other licensees the same information, informational rights, or contractual rights within the same scope, including consignment of a Copy.
1.9. Party – Refers to either Qoppa or Licensee.
1.10. Parties – Refers to Qoppa and Licensee collectively.
1.11. Host Application, App, Android App – An Android computer software application which has been or will be developed by Licensee and which incorporates portions of the Binary Code.
1.12. Redistributable Files – Those files that include Binary Code and other files that need to be distributed along with the Licensed Software necessary to implement the functions provided by the Licensed Software.
1.13. Significant Value-Added – Where the Host Application within which Licensed Software is integrated constitutes the predominance of the functionality.
1.14. Source Code – The mnemonic, high-level statement versions of the Software written in the source language used by programmers.
2. GRANT OF LICENSE
2.1. Limited Grant.
2.1.1. Subject to the payment of the License Fees specified in Exhibit A, Schedule A, Qoppa hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive and non-transferable license for the limited use of the Licensed Software, and the Licensed Documentation in support of the use of the Licensed Software, during the term hereof only in accordance with the all the terms of this agreement.
2.1.2. A separate license shall be required, together with the payment of additional license fees, to use the Software upon any term or condition that is not set forth in this agreement.
2.2. Limited Grant to Use and Distribute Software.
2.2.1. Licensee will merge or integrate the Licensed Software into one Android Host Application only in accordance with this Agreement. Upon any termination, cancellation or expiration hereof or of any license granted hereunder, Licensee shall remove the Licensed Software and all portions thereof from the Host Application and shall have no right thereafter to use the Licensed Software, or any portion thereof.
2.2.2. The Licensed Software includes certain libraries and binary files intended for integration into the Host Application. Qoppa Software grants Licensee the license to use these files exclusively in a development environment used to build the Host Application.
Licensee may reproduce these files within licensee’s organization for the sole purpose of configuring development environments to integrate the Licensed Software into the Host Application.
Under no circumstances may licensee distribute these files, in whole or in part, to any other party, or for any other purpose.
2.2.3. The Host Application must contain Significant Value-Added, which must be application software written or developed with Source Code. Without limiting the generality of the foregoing:
18.104.22.168. The Significant Value-Added may not be the bundling of Licensed Software with any other product; and
22.214.171.124. The functionality of the Licensed Software shall only be accessible by the functionality of the Host Application in which it is included.
2.3. Integration. Licensee may integrate the Binary Code only into one Host Application, as specified in Schedule 2.3 of Exhibit A.
2.4. Non-Compete. The Licensed Software may not be integrated into a Host Application that implements a generalized standalone PDF viewer and / or PDF editor. The Significant Value-Added must include functional integration into a Host Application that provides significant functionality other than PDF viewing, markup and editing.
Licensee will provide a detailed description of the functionality of the Host Application and the manner in which it will use the Licensed Software to work with PDF documents in Exhibit A, Schedule 2.3.
Qoppa will decide, in its sole discretion, whether the Host Application complies with this Non-Compete clause, to decide whether to grant or revoke this license.
2.5. Limitations on Preceding Grants. Licensee’s rights in the Licensed Software are limited to the right of use as expressly set forth in this Agreement. Licensee will not otherwise use the Software.
3. UPGRADES AND SUPPORT SERVICES
3.1. During the term of this agreement, Qoppa will provide support services for the Software as follows:
3.1.1. Provide email and phone technical support to Licensee regarding the Software and integration of the Software into the Host Application, including troubleshooting the integration of the Software into the Host Application. Qoppa will provide support services during its regular business hours, 9 AM to 5 PM US Eastern Standard Time through its standard support email address and phone numbers as posted on Qoppa’s website.
3.1.2. Fix any defects within the Licensed Software in an expedient manner and deliver such fixes to Licensee as soon as they are created. When requested by Licensee, Qoppa will generate a build of the Software, based on its current official release, which fixes the issue.
3.1.3. Any fixes done to the Software as part of the support services will be included in the next official release of the Software.
3.1.4. To the best of its ability, Qoppa will perform adequate regression testing of new versions of the Software so that future versions of the Software will not negatively affect or impair the functionality and use of the Software.
3.1.5. While upgrades and support services remain active, Licensee may choose to upgrade the version of the Software integrated into the Host Application to the currently released version at anytime and free of any charges.
4. PROPRIETARY RIGHTS AND CONFIDENTIALITY
4.1. Trade Secrecy. Licensee agrees that the Licensed Software contains commercially valuable proprietary products of Qoppa which have been secretly developed by Qoppa, the design and development of which have involved expenditure of substantial amounts of money and the use of skilled development experts over substantial periods of time. The Licensed Software, Products and any portions or Copies thereof shall at all times remain the exclusive property of Qoppa and Licensee shall have no right, title or interest therein, except for the License expressly granted in this agreement.
4.2. Confidentiality. Licensee agrees that the Licensed Software contains confidential information of Qoppa and agrees not to disclose or make available the Licensed Software or any portion thereof to third parties without Qoppa’s prior written consent. Licensee also agrees not to Copy, translate, Modify, create derivative works from, reverse engineer, decompile, encumber, or otherwise use the Licensed Software or permit others to do any of the foregoing, except as specifically authorized under this Agreement.
4.3. Copyright. All title and copyrights in and to the Licensed Software (including but not limited to any images, photographs, animations, video, audio, music, text, or any other digital content incorporated into the Licensed Software), the accompanying printed materials, and any copies of the Licensed Software are owned by Qoppa
The Licensed Software and Licensed Documentation is protected by copyright and intellectual property laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material.
5.1. Listings and Descriptions. Licensee will include the following phrase, in a manner that it is visible and readable, in any public description of the Host Application, including, but not limited to, websites, Android App markets, brochures, flyers, advertisements, banners and documentation:
“PDF Technology By Qoppa Software, All Rights Reserved.”
5.2. About Dialog / Screen. If the Host Application implements a dialog or screen that contains information about the application to end users, the About Dialog, the phrase above shall also be included in a manner that is visible and readable.
6. TERM AND TERMINATION
6.1. Term. This Agreement shall be effective from the latest date of signing of this Agreement by Qoppa or Licensee, “the date of execution”, as the case may be, and shall remain in force until terminated as provided herein.
6.2. Termination. Either Party may terminate this Agreement in the event of a material breach that remains uncured for one month after written notice is given. Failure of Licensee to pay Licensing Fees as described in Exhibit A will be considered a material breach.
Upon termination of the License for any reason by either Party, Licensee shall promptly, and at its own expense:
6.2.1. Discontinue all use of Licensed Software;
6.2.2. Remove all parts of the Licensed Software from the Host Application;
6.2.3. Update any copies of the Host Application that are publicly available so that they do not contain the Licensed Software;
6.2.4. Purge Software or cause it to be purged from all human and machine readable media (or other memory devices);
6.2.5. Return to Qoppa the original and all Copies of the Licensed Software in whole or in part, in any form, whether partial or complete, and whether or not Modified or merged into other software;
6.2.6. Warrant to Qoppa in writing, within one month of termination, that it has complied with the provision of this Paragraph 5.2.
7. PROTECTION OF LICENSED PRODUCT AS A TRADE SECRET.
7.1. Licensee acknowledges and agrees that the Licensed Product and all Copies and Products thereof are Qoppa’s exclusive property and constitute a valuable trade secret of Qoppa. Licensee may not disclose or make available to third parties the Licensed Product or any portion thereof without Qoppa’s prior written consent.
7.2. Upon any termination, cancellation, or expiration hereof, Licensee shall immediately return the Licensed Product and all Copies and Products thereof to Qoppa or destroy the same and submit evidence thereof to Qoppa.
8. DISCLAIMER OF WARRANTY AND LIMITATIONS OF LIABILITIES
8.1. Disclaimer of Warranty. THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, AND QOPPA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, OR ITS USE AND OPERATION ALONE OR IN COMBINATION WITH ANY OTHER SOFTWARE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
8.2. Limitation of Liability. LICENSEE AGREES THAT IN NO EVENT SHALL QOPPA BE LIABLE TO LICENSEE OR ANY OTHER PERSON CLAIMING DAMAGES AS A RESULT OF THE USE OF ANY PRODUCT OR SOFTWARE FOR ANY DAMAGES WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSEE AGREES THAT QOPPA’S LIABILITY FOR DAMAGES, IF ANY, INCLUDING, BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE, AND STRICT LIABILITY IN TORT SHALL NOT EXCEED THE CHARGES PAID BY LICENSEE TO QOPPA UNDER THIS AGREEMENT.
8.3. Incidental and Consequential Damages. IN NO EVENT SHALL QOPPA BE LIABLE TO LICENSEE OR ANY OTHER THIRD PARTY FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ALLEGED OR THE FORSEEABILITY OF SUCH DAMAGES, EVEN IF QOPPA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. EXPORT RESTRICTIONS
9.1. THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE SOFTWARE, APPLICATION SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE OR APPLICATION SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, LICENSEE MAY NOT EXPORT, REEXPORT, DIRECTLY OR INDIRECTLY, ANY SOFTWARE OR APPLICATION SOFTWARE OR INFORMATION PERTAINING THERETO TO ANY COUNTRY FOR WHICH THE UNITED STATES GOVERNMENT, OR ANY AGENCY THEREOF, REQUIRES AN EXPORT LICENSE OR OTHER GOVERNMENTAL APPROVAL AT THE TIME OF EXPORT OR REEXPORT WITHOUT FIRST OBTAINING THE REQUIRED LICENSE OR APPROVAL. LICENSEE HOLDS QOPPA HARMLESS FROM ANY BREACH OF SECTION 9.
10.1. Qoppa shall have the right, at its own expense and upon reasonable written notice to Licensee, to periodically inspect Licensee’s premises and such documents as it may reasonably require, for the exclusive purpose of verifying Licensee’s compliance with its Software licensing obligations under this Agreement.
11.1. Entire Agreement and Amendment. This Agreement is a binding agreement and constitutes the complete, final and exclusive statement of the terms of the agreement between the parties with respect to the subject matter thereof and supersedes any and all other agreements, written or oral, or contemporaneous, with respect thereto. This Agreement cannot be modified except by a written instrument signed by both parties.
11.2. Severability. If any provision of this Agreement or the application thereof to any circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
11.3. Waiver. A waiver of a breach or default under this Agreement shall not be a waiver of any other or subsequent breach or default. The failure or delay in enforcing compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition unless such term or condition is expressly waived in writing.
11.4. Assignment. Neither party may assign, transfer, delegate, or pledge this Agreement and/or any of its obligations hereunder to any third party without the prior written consent of the other party. Notwithstanding the foregoing, either party may, without the consent of the other party and at no additional charge, assign, transfer, delegate, or pledge this Agreement and/or any of its rights or obligations hereunder in the event of a consolidation, merger or sale of substantially all of its assets or substantially all of its outstanding stock, provided that the assignee or successor in interest assumes the obligations of the party hereunder. Subject to the provisions set forth above in this Section 11.4, this Agreement, and the covenants and agreements herein contained, shall be inure to the benefit of and be binding on the parties hereto and their respective permitted successors and assigns.
11.5. Representations. Each Party represents that it has full power and authority to enter into and perform this Agreement, and that the person signing this Agreement on its behalf has been duly authorized and empowered to execute this Agreement. Licensee represents that its compliance with the terms and conditions of this Agreement shall not violate any federal, state or local laws, regulations or ordinances or conflict with any third party agreements.
11.6. Agency. The Parties are separate and independent legal entities. Nothing in this Agreement shall constitute a partnership or make either Party the agent or representative of the other. Neither Party has the authority to bind the other nor to incur any liability on behalf of the other, nor to direct the employees of the other.
11.7. Government use. use, duplication or disclosure by the United States Government is subject to the restrictions set forth in FAR 52.227-19, DFARS 227.7202, or similar regulations set forth in the NASA FAR Supplement, as applicable, or any successor regulations. Contractor/Manufacturer is Qoppa Software, LLC, 2099 Monroe Drive, Suite 200, Atlanta, GA 30324.
11.8. Injunctive Relief. Licensee acknowledges that Qoppa shall be entitled to equitable relief including an injunction restraining Licensee from the performance of acts which constitute a breach of this Agreement.
11.9. Notices. Any notice or other communication given by one Party to the other Party under this Agreement will be deemed properly made if given in writing and delivered in person, sent via facsimile or overnight courier or mailed, properly addressed and stamped with the required postage, to the following person at the following address:
To Qoppa Software, LLC:
Qoppa Software, LLC
2099 Monroe Dr, Suite 200
Atlanta, Georgia 30324
11.10. Governing Law. This Agreement shall be governed by laws of the state of Georgia, except for its provisions on conflicts of law. The Parties agree that any action or proceeding arising out of or related in any way to this Agreement shall be brought in the Superior Court of Fulton County, Georgia and irrevocably waive, to the fullest extent permitted by law, any objection either Party may now or hereafter have to the laying of venue in such court and any claim that any such court is an inconvenient forum.
11.11. Survival. Notwithstanding the termination of this Agreement, those rights and obligations which by their nature and context are intended to survive such termination shall survive, including, without limitation, the provisions relating to confidentiality, limitations of liability, warranty exclusions, indemnification, and the making of all payments due under this Agreement.
11.12. Contract Interpretation. This Agreement shall not be strictly construed against the drafter, but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the parties’ intentions at the time this Agreement is entered into.
Schedule 2.3 – Host Application
Name of the Host Application:
Description of the Application (Please provide a brief functional description):
[Signatures are on the following page.]