END-USER LICENSE AGREEMENT FOR PDF LABS SOFTWARE: PDFTK FREE

IMPORTANT - PLEASE READ CAREFULLY

This PDF Labs Software License Agreement ("SLA") is a legally binding license agreement between You and PDF Labs regarding the Licensed Software identified above and as further defined in this SLA.

By installing or using PDFtk Free in any manner, or by paying the license fee for PDFtk Free, You acknowledge that You have read, understood and accepted the terms and conditions of this SLA.

If You do not accept the terms and conditions of this SLA, or if You do not comply with the terms and conditions of this SLA, then You may not install or use PDFtk Free.

If You did not download PDFtk Free from PDF Labs or one of its Resellers and Distributors, then You may not install and use PDFtk Free.  Please visit http://www.pdflabs.com to learn where to download PDFtk Free.

PDFtk Free is licensed to You on a non-exclusive, non-assignable, non-transferable, limited, personal basis, not sold.  You acknowledge and agree: (a) That You are not an owner of PDFtk Free or any copies of PDFtk Free; (b) That You are a licensee of PDFtk Free and have no right to further transfer or distribute PDFtk Free or provide access to PDFtk Free in any manner without PDF Labs' prior written consent.

DEFINITIONS

1. "Computer" means a virtual or physical computer device that accepts information in digital or similar form and manipulates it for specific result based on a sequence of instructions.

2. "Content" means any PDF or other output of the Licensed Software and any PDF or other input into the Licensed Software.

3. "Internal Network" means a private, proprietary network resource accessible only by employees and individual contractors (i.e., temporary employees) of a specific corporation or similar business entity. Internal Network does not include portions of the Internet or any other network community open to the public, such as membership or subscription driven groups, associations and similar organizations.

4. "Permitted Number" means one (1) as to users and one (1) as to Computers unless otherwise indicated in this SLA or under any other valid license (e.g., Multi-User, Site, or Enterprise License) granted by PDF Labs.

5. "Resellers and Distributors" means a PDF Labs authorized partner, e-merchant or a portal, within which PDF Labs manages its Licensed Software channel.

6. "Licensed Software" and "PDFtk Free" both mean PDFtk Free in machine executable form, its components, its documentation and any bug fixes, upgrades or other changes provided to You.

7. "PDF Labs" means Steward and Lee, LLC, a limited liability company with primary offices located in McKinney, Texas.

8. "You" and "Your" both mean the person, company, or organization that has licensed the Licensed Software.

9. "Key" means a text or binary code that uniquely identifies an order, customer or license that may be used to unlock the Licensed Software's full functionality.

1. GRANT OF LICENSE AND RESTRICTIONS.

1.1 If You obtained the Licensed Software and any required Key(s) from PDF Labs or one of its Resellers and Distributors, and so long as You comply with the terms and conditions of this SLA, then PDF Labs grants You a non-exclusive, non-transferable, limited personal license to install the Licensed Software on up to the Permitted Number of Your compatible Computer(s) and to use the Licensed Software in a manner consistent with its design, documentation, and Your order.

1.2 Title and intellectual property rights in and to any Content, displayed by, reproduced, recorded or accessed through the Licensed Software, belongs to the respective Content owners. Such Content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing or displaying such Content. This SLA does not grant You any rights to use such Content other than as expressly indicated in the Licensed Software or this SLA. The Licensed Software may be used to reproduce or record Content so long as such use is limited to the reproduction of non-copyrightable Content, Content which You own the intellectual property rights in and to the same, or Content which You are authorized or legally permitted to reproduce, record or display.

1.3 Distribution from Server. So long as You comply with the terms and conditions of this SLA, You may make a copy of an image of the Licensed Software onto file server(s) within Your Internal Network for the purpose of downloading and installing the Licensed Software onto Computers within the same Internal Network for use as permitted by Section 1.1 above.

1.4 Server Use. So long as You comply with the terms and conditions of this SLA, You may install a copy of the Licensed Software on Computer file server(s) within Your Internal Network only for use by an individual from a Computer within the same Internal Network as permitted by Section 1.1. The total number of users (not the concurrent number of users) able to use the Licensed Software on such Computer file servers(s) may not exceed the Permitted Number of users. 

By way of example, the foregoing does not permit You to install or access (either directly or through commands, data or instructions) the Licensed Software: (i) from or to a Computer not part of Your Internal Network, (ii) for enabling web hosted workgroups or services available to the public, (iii) by an individual or entity to use, download, copy or otherwise benefit from the functionality of the Licensed Software unless licensed to do so by PDF Labs, (iv) as a component of a system, workflow or service accessible by more than the Permitted Number of users, or (v) for operations not initiated by an individual user (e.g., automated server processing).

1.5 Portable or Home Computer Use. So long as You comply with the terms and conditions of this SLA, and subject to the conditions and restrictions set forth in Section 1.6, the primary user of the Computer on which the Licensed Software is installed under Section 1.1 ("Primary User") may install a second copy of the Licensed Software for use on a Windows or Mac platform for his or her exclusive use on either a portable Computer or a Computer located at his or her home, provided that the Licensed Software on the portable or home Computer is not used at the same time (not used simultaneously) as the Licensed Software on the primary Computer. You may be required to contact PDF Labs in order to make a second copy.

1.6 Restrictions on Secondary Use by Multi-User Licensees. If the Licensed Software was obtained under a PDF Labs Multi-User License Program by any licensee, the second copy of the Licensed Software made by You under Section 1.5 must be used solely for the benefit and business of that Multi-User Licensee.

1.7 Backup Copy. So long as You comply with the terms and conditions of this SLA, You may make a reasonable number of backup copies of the Licensed Software, provided Your backup copies are not installed or used for other than archival purposes.

2. DESCRIPTION OF OTHER CONDITIONS, RIGHTS AND LIMITATIONS.

PDF Labs' grant to You of a non-exclusive, non-transferable, limited personal license to install and use the Licensed Software in a manner consistent with its design, documentation, and Your order is further conditioned upon Your compliance with all of the following conditions: 

2.1 Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, translate, localize or disassemble the Licensed Software.

2.2 Separation of Components. The Licensed Software is licensed as a single product. Its component parts may not be separated for use on more than one computer. You may not unbundle or repackage the Licensed Software for distribution.

2.3 Rental. You may not rent, license, assign, transfer, time share, host, lend, sublicense, distribute, or lease the Licensed Software or any associated Key except as otherwise expressly provided in this SLA.

2.4 Software Transfers of Rights. 

(i) You may not transfer this license under any circumstances without PDF Labs' prior written consent/approval, any such consented to or approved transferee must acknowledge, accept and agree in writing to be bound by the terms and conditions of this SLA. 

Any transfer made in violation of the requirements, conditions, or restrictions of this section will be void and may result in termination of this SLA.

(ii) You may not transfer licenses on a short term basis or transfer temporary rights to use the Licensed Software without PDF Labs' prior written consent/approval.

(iii) You may not copy, reproduce, distribute, use, post, or display the Licensed Software, Keys, or any PDF Labs trademarks in any form or manner on any online auction sites or any other Internet site of any kind without the express prior written permission of PDF Labs.

2.5 Term and Termination. The term of this SLA is one (1) year, renewable automatically, but without prejudice to any other rights. PDF Labs may terminate this SLA if You fail to comply with any of the terms and conditions of this SLA, which includes, but would not be limited to, Your unauthorized reproduction, copying, distribution, modification, adaptation or the making of a derivative of or display of the Licensed Software or any associated Keys. In such event, upon such termination You must destroy all copies of the Licensed Software and any associated Keys and all of its component parts and You must provide PDF Labs in writing Your certification as to the same.

2.6 You must obtain the prior written permission from PDF Labs as to all other uses of the Licensed Software that fall outside the scope of this SLA.

3. Intellectual Property Rights. All rights, title, and interests, including, but not limited to, all copyrights, trade secret rights, patent and trademark rights in and to the Licensed Software (including but not limited to any images, photographs, animations, video, audio, music, and text incorporated into the Licensed Software), any accompanying printed materials, and any copies of the Licensed Software, are owned by and shall remain the sole property of PDF Labs or its suppliers or licensors.

4. Injunctive Relief. The parties agree that if You utilize or otherwise use any of the Licensed Software in any unauthorized manner, or breach the remaining terms and conditions of this SLA, that such use or breach would have a devastating and serious impact on PDF Labs' continuing ability to compete profitably and would, therefore, result in immediate and irreparable injury, loss or damage to PDF Labs. The parties agree that in such event, in addition to PDF Labs' right to recover damages for a breach of this SLA, PDF Labs would be entitled to obtain a temporary restraining order or a preliminary injunction from a court of competent jurisdiction to prevent You, Your employees, Your agents, Your consultants, or Your independent contractors from engaging in any further use, copying, reproduction, distribution, modification, adaptation, or making of a derivative works or display of the Licensed Software or the continued breach of the remaining terms and conditions of this SLA.

5. Multiple Environments/Multiple Languages/Dual Media/Multiple Copies/Updates. If You were licensed: (a) the Licensed Software in a manner that supports multiple environments, platforms, operating systems or languages (b) the Licensed Software in more than one medium, or (c) multiple copies of the Licensed Software, the number of Computer(s) on which all versions of the Licensed Software may be installed shall not exceed the Permitted Number of Computer(s) unless otherwise expressly stated in this SLA or a valid License granted by PDF Labs. You may not loan, rent, lease, license or otherwise transfer or distribute the other medium or version of the Licensed Software to another user.

6. U.S. Government Restricted Rights. The Licensed Software licensed hereunder is subject to restricted rights. Any use, duplication or disclosure by the Government of the United States of America or any person or entity acting on its behalf is subject to the restrictions set forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer Software Clause at DFARS (48 CFR 252.227­7013) for DoD contracts; in paragraphs (c)(1) and (2) of the Commercial Computer Software­Restricted Rights clause in the FAR (48 CFR 52.227­19) for civilian agencies; or, in the case of NASA, in Clause 18­52.227­86(d) of the NASA Supplement to the FAR, or in other comparable agency clauses.

7. Export. You acknowledge and agree as condition to the license granted under this SLA that the Licensed Software may not be downloaded or otherwise exported or re-exported: (i) into (or the national resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By using the Licensed Software, You are agreeing to the foregoing and are representing and warranting that You are not located in or under the control of, a national resident of any such country or on any such list.

8. Miscellaneous. This SLA is governed by the laws of the State of Texas to the extent that U.S. federal laws are not applicable, without regard to their conflicts of law principles. You agree to the exclusive jurisdiction of the Courts of the State of Texas and the United States district court located in Collin County, Texas. This SLA has been prepared in the English language and such version shall be controlling in all respects and any non-English version of this SLA is solely for accommodation purposes. The parties to this SLA waive personal service of any and all process upon them and consent that all such service of process be made by registered mail and shall be deemed to be completed five (5) business days after the same shall have been deposited in the United States mail, postage prepaid. You waive any objection based on forum non conveniens and any objection to venue of any action instituted under this SLA by PDF Labs in any jurisdiction. This SLA shall not be governed by the United Nations' Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

9. Limited Warranty. PDF Labs warrants that (a) the Licensed Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt, and (b) any hardware accompanying the Licensed Software will be free from defects in materials and workmanship under normal use and service for a period of one (1) year from date of receipt. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to You. To the extent allowed by applicable law, implied warranties on the Licensed Software and hardware, if any, are limited to ninety (90) days and one year, respectively.

10. Customer Remedies. PDF Labs' and its suppliers' or licensor's entire liability and Your exclusive remedy shall be, at PDF Labs' option, either (a) return the license fee paid, or (b) repair or replacement of the Licensed Software that does not meet PDF Labs' Limited Warranty and which is returned to PDF Labs with a copy of Your receipt. This Limited Warranty is void if failure of the Licensed Software has resulted from accident, abuse, or misapplication. Any replacement Licensed Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by PDF Labs are available without proof of purchase from an authorized international source.

11. NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PDF LABS OR ITS SUPPLIERS, AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, QUIT ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH REGARD TO THE Licensed Software, AND ANY ACCOMPANYING HARDWARE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

12. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PDF LABS OR ITS SUPPLIERS, OR LICENSORS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE Licensed Software, EVEN IF PDF LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

13. Content and Indemnity. You acknowledge and understand the Content resulting from the use of the Licensed Software is Your sole responsibility and Your use and distribution of the Content is at Your sole discretion and risk. You shall be solely responsible for any claims or causes of action that may arise in connection with such use and distribution of the Content. You further agree to defend, indemnify and hold PDF Labs, its affiliates, subsidiaries, officers, directors, employees, consultants, agents, suppliers, licensors and resellers from any and all third party claims, whether foreign or domestic, and any and all liability, damages and/or costs including, but not limited to, reasonable attorney fees, arising from Your use of the Licensed Software and the Content and the distribution of the same, Your violation of this SLA, or the infringement or violation by You or any other user of the Licensed Software, of any agreement of any kind or any intellectual property or other right, including but not limited to, patent, trademark, copyright or trade secret rights of any person or entity or any claims that may or are alleged to result in the invasion of privacy, slander, libel or for infringement on a persons rights of publicity due to the publication or distribution of the Content.

14. Survival. The conditions, restrictions and obligations as contained in this SLA which You have voluntarily agreed to shall survive any expiration, termination or cancellation of this SLA, and shall continue and remain in effect to bind You, and Your employees, agents, successors, heirs and permitted assigns.

15. Integration. This SLA and the applicable License order sets forth the entire agreement and understanding between the parties as to the subject matter of this SLA and supersedes all prior discussions, representations, and amendments of understandings of every kind and nature between them.

16. Amendments. Except as otherwise provided in this SLA, PDF Labs reserves the right at any time to modify or amend this SLA and it may do so without notice or liability to You. Such modifications or amended terms and conditions will be effective immediately and incorporated into this SLA.

17. Assignability. Except as otherwise expressly provided under this SLA, this SLA and the rights and duties under this SLA may not be assigned by You without the prior written consent of PDF Labs.

18. Benefit. This SLA shall be binding upon and inure to the benefit of PDF Labs and its successors and assigns.

19. Captions. Captions contained in this SLA are inserted for reference and in no way define, limit, extend or describe the scope of the SLA or intent of any provision in the SLA.

20. Severability. If any provision of this SLA becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this SLA shall continue in full force and effect without said provision; provided, however, that no such severability shall be effective if it materially changes the economic benefit of the SLA to the other party.

21. Authority to Accept. You warrant and represent to PDF Labs that this SLA shall be binding upon You, and that the individual agreeing to be bound under the terms and conditions of this SLA is authorized or has been empowered to do so and is more than 18 years of age and is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this SLA, and to abide by and comply with the terms and conditions contained herein.

22. Third Party Beneficiary. You acknowledge and agree that PDF Labs' suppliers and licensors (and/or PDF Labs if You obtained the Licensed Software from any party other than PDF Labs) are third party beneficiaries of this Agreement, with the right to enforce the obligations set forth herein with regard to the respective technology or Content of such suppliers, licensors and/or PDF Labs.

23. Third Party Acknowledgement and Terms. The Licensed Software licensed under the terms and conditions of this SLA may use or include third party components or Content and other copyrighted material. Acknowledgments, licensing terms and additional disclaimers for such components, Content, or materials accompany the same and Your use of such components, Content or material is governed by their respective terms and conditions.

24. Changes to a Site or Enterprise Due to Acquisitions, Divestures, Mergers, and Organic Growth. If the number of qualified desktops or seats changes by more than 10% as a result of: (i) an acquisition of an entity or an operating division, (ii) a divesture of an affiliate or an operating division; (iii) a merger, or (iv) organic growth, PDF Labs will work with the You in good faith to determine how to accommodate the changed circumstances in the context of a Site License, for example. If You acquire or merge with an organization with an existing "Site License" PDF Labs will work with the surviving organization in good faith to accommodate its changed circumstances in the context of this SLA.

25. Marketing Term. Licensee agrees to be identified as a customer of PDF Labs and PDF Labs may refer to Licensee by name, trade name and trademark, if applicable, and PDF Labs may briefly describe Licensee's business and create a customer case study in PDF Labs' marketing materials and website.

"PDF Labs", "PDFtk", "the PDF Toolkit", the hammer-and-star logo and "PDFtk Free" are trademarks of Steward and Lee, LLC in the United States and/or other countries. All other trademarks are the property of their respective owners.