End User License Agreement
UpdatedMarch, 31, 2018
As used in this End User License Agreement ("EULA"), references to "Zonepdf" are to Zonepdf Inc., and references
to "Licensee" or to "you" are references to the party that has accepted the License to use the Licensed Software
in accordance with the Terms and Conditions.
YOUR USE OF THE LICENSED SOFTWARE IS CONDITIONED UPON YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS
EULA, INCLUDING WITHOUT LIMITATION THE LIMITED WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH
HEREIN. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS EULA, DO NOT MAKE ANY USE OF THE
LICENSED SOFTWARE. ANY USE BY YOU OF THE LICENSED SOFTWARE, OR ANY PORTION THEREOF, CONSTITUTES YOUR ACCEPTANCE
OF ALL OF THE TERMS AND CONDITIONS OF THIS EULA.
1. LICENSE
This Software is licensed, not sold. Upon your payment of the license fee, Zonepdf Inc. provides you with a
permanent registration number ("License key") and grants you a limited, non-exclusive, non-transferable license
to:
1.1 install and run the software on one computer or multiple computers if multiple licenses are purchased;
1.2 copy the Software in machine-readable form solely for archival and backup purposes.
2. INSTALLATION
Licensee may install one copy of the Licensed Software on a single computer. Separate license keys are required
for each additional computer on which the Software is used. In cases where Licensee requires a transfer of
license key to another computer, Zonepdf Inc. allows up to two (2) free license key resets. Once the license key
has been reset, computers that have been activated with the license key prior to reset will no longer be
activated. Licensee shall be solely responsible for all expenses incurred in Licensee’s installation of the
Licensed Software.
3. ACTIVATION
The Licensed Software contains technological measures that are designed to prevent its unlicensed or illegal
use. The Licensed Software may contain enforcement technology that limits Licensee's ability to install the
Licensed Software on multiple machines. The Licensed Software may require activation as explained during
installation and in the Documentation. If any such applicable activation procedure(s) is not followed, then the
Licensed Software may only operate in limited demo mode. If Licensee has any problem with the activation
process, Licensee should contact Zonepdf Inc. customer support.
4. LICENSE RESTRICTIONS
4.1 Licensee may not (and may not allow any third party to) modify, adapt, translate, sublicense, rent, lease
all or any portion of the Licensed Software or Documentation.
4.2 Licensee may not (and may not allow any third party to) create any derivative works of all or any portion of
the Licensed Software or Documentation (and any derivative works created in violation of this EULA shall be the
sole and exclusive property of Zonepdf Inc. without waiver or limitation of Zonepdf's other rights and remedies
with respect to such violation).
4.3 Licensee may not (and may not allow any third party to) reverse engineer, decompile, disassemble, or
otherwise attempt to discover the source code of the Licensed Software.
4.4 Licensee may not use a previous version of the Licensed Software after receiving a media replacement or
Updated version as a replacement to a prior version (in such case Licensee must destroy the prior version).
4.5 Licensee may not use the Licensed Software in the operation of aircraft, ships, nuclear facilities, life
support machines, communication systems, or any other equipment in which the failure of software could lead to
personal iNCury, death, or environmental damage.
4.6 Licensee may not use the Licensed Software in any manner not authorized by this EULA.
5. SOFTWARE UPDATES
If the Licensed Software is an Update to a previous version, Licensee must possess a valid License to the
previous version. Any Update provided to Licensee is made on a License exchange basis such that Licensee agrees,
as a condition for receiving an Update, that Licensee will terminate all of Licensee's rights to use any
previous version of the Licensed Software. However, Licensee may continue to use the previous version only to
assist in transitioning to the Updated version. Once an Update has been released, Zonepdf Inc. may cease support
for prior versions, without any notice to Licensee.
6. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
The Licensed Software, including any and all Updates and any authorized copies thereof that Licensee makes are
the intellectual property of, and are owned solely by, Zonepdf Inc. and by third parties whose intellectual
property has been licensed by Zonepdf Inc. The structure, organization and code of the Licensed Software are the
valuable Confidential Information of Zonepdf Inc. and such third parties. The Licensed Software is protected by
law, including without limitation, the copyright laws of the United States and other countries, and by
international treaty provisions. Except as expressly provided in this EULA, Licensee is not granted any rights
under Zonepdf Inc.'s or its licensors' intellectual property rights in the Licensed Software, and Zonepdf Inc.
and such licensors reserve all rights not expressly granted to Licensee under this EULA.
7. US GOVERNMENT USERS
For U.S. Government users, Zonepdf Inc. agrees to comply with all applicable equal opportunity laws including,
if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans
Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as
amended, and the regulations at 41 C.F.R. Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action
clause and regulations contained in the preceding sentence are incorporated by reference in this EULA. For U.S.
Government users, the Licensed Software is a “Commercial Item(s),” as that term is defined at 48 C.F.R. Section
2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such
terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48
C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202 1 through 227.7202 4, as applicable, the Commercial
Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government users (a)
only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the
terms and conditions of this EULA.
8. WARRANTIES OF THE PARTIES
Each party warrants that it has the full power and authority to enter into this EULA.
9. NO WARRANTY ON LICENSED SOFTWARE
THE LICENSED SOFTWARE IS PROVIDED TO LICENSEE “AS IS.” Zonepdf Inc., AND Zonepdf's LICENSORS AND SUPPLIERS,
MAKE NO WARRANTY AS TO ITS USE OR PERFORMANCE. Zonepdf Inc., AND Zonepdf Inc.'S LICENSORS AND SUPPLIERS, MAKE NO
REPRESENTATIONS, WARRANTIES, CONDITIONS, OR TERMS (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM,
USAGE, COURSE OF DEALING, TRADE PRACTICE OR OTHERWISE) AS TO THE LICENSED SOFTWARE, INCLUDING WITHOUT LIMITATION
TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR ANY
PARTICULAR PURPOSE, EXCEPT FOR, AND ONLY TO THE EXTENT THAT, ANY SUCH REPRESENTATION, WARRANTY CONDITION OR TERM
MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION.
10. WARRANTY DISCLAIMER
THE WARRANTIES EXPRESSLY SET OUT IN THIS EULA ARE THE ONLY WARRANTIES THAT EACH PARTY GIVES TO THE OTHER IN
RESPECT OF THE SUBJECT MATTER OF THIS EULA. ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, OR TERMS (EXPRESS
OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, COURSE OF DEALING, TRADE PRACTICE OR OTHERWISE) AS TO
ANY MATTER ARE EXCLUDED OR LIMITED, EXCEPT FOR, AND ONLY TO THE EXTENT, THAT ANY SUCH REPRESENTATION, WARRANTY,
CONDITION OR TERM MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. Zonepdf Inc.
EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY CONCERNING THE ABILITY OF THE LICENSED SOFTWARE TO COMPLETELY
OR ACCURATELY REDACT CONTENT.
11. INDEMNIFICATION
11.1 Licensee shall indemnify, defend and hold harmless Zonepdf Inc., Zonepdf Inc.'s suppliers, and their
respective affiliates, officers, directors, employees, representatives, and agents from and against all losses,
damages, claims, liabilities, costs or expenses of whatever form or nature, including attorney’s fees and other
costs, arising out of or related to Licensee's use of the Licensed Software, except to the extent caused by the
gross negligence or wilful misconduct of Zonepdf Inc. or subject to Zonepdf Inc.'s indemnification obligation
under Section 11.2 below. Zonepdf Inc. shall promptly notify Licensee in writing of any such claim; and Licensee
shall have the exclusive right to control the defense of such claim, provided that if Licensee does not
undertake such defense, or fails to prosecute such defense with reasonable care and diligence, Zonepdf Inc. at
its option may undertake the defense of such claim and Licensee shall be liable for all costs incurred by
Zonepdf Inc. in connection therewith. In no event shall either party settle or compromise any such claim without
the other party's prior written approval, provided that (a) no such approval shall be required from a party
provided with a complete release of claims and subject to no liability under such settlement or compromise, and
(b) Zonepdf Inc. shall not be required to obtain the prior approval of Licensee if Licensee fails to undertake
the defense of such claims hereunder, or fails to prosecute such defense with reasonable care and diligence.
Zonepdf Inc. may, at its own cost and expense, assist in the defense of any such claim and be represented by
counsel of its choice, provided that if Zonepdf Inc. undertakes the defense because Licensee fails to do so or
fails to prosecute the defense with reasonable care and diligence, Licensee shall be liable for all costs
incurred by Zonepdf Inc. in connection therewith.
11.2 Zonepdf Inc. shall indemnify, defend and hold harmless Licensee, its affiliates, and their respective
officers, directors, employees, representatives, and agents from and against all losses, damages, or expenses of
whatever form or nature, including reasonable attorneys fees and other costs, arising out of or related to any
third party claim that the Licensed Software violates any patent, copyright or trade secret right of such third
party, provided that: (i) Licensee's use of the Licensed Software is in accordance with the terms of this EULA;
(ii) Zonepdf Inc. is promptly notified in writing of any such claim; and (iii) Zonepdf Inc. shall have the
exclusive right to control the defense of such claim. In no event shall Licensee settle or compromise any such
claim without Zonepdf Inc.'s prior written approval. Zonepdf Inc. shall either: (i) obtain for Licensee the
right to continue to use the Licensed Software; or (ii) modify the Licensed Software so that it becomes
non-infringing; or (iii) only in the event that options (i) and (ii) above are not commercially reasonable,
terminate the License with respect to the infringing components of the Licensed Software without any further
obligation to Licensee. Licensee may, at its own cost and expense, assist in the defense of any such claim and
be represented by counsel of its choice. This Clause 11.2 states the entire liability of Zonepdf Inc. with
respect to any of the foregoing.
12. LIMITATION OF LIABILITY
EXCEPT FOR LIABILITY OF LICENSEE ARISING UNDER CLAUSES 4 (LICENSE RESTRICTIONS), and 14.2 (GENERAL; RESTRICTIONS
ON TRANSFER), IN NO EVENT SHALL EITHER PARTY (OR IN THE CASE OF Zonepdf Inc., Zonepdf Inc.'S LICENSORS OR
SUPPLIERS), BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, OR ANY
LOST REVENUE, LOST PROFITS. LOST SAVINGS, LOST BUSINESS OR LOSS OF GOODWILL, EVEN IF ITS REPRESENTATIVE (OR IN
THE CASE OF Zonepdf Inc., A REPRESENTATIVE OF ONE OR MORE OF Zonepdf Inc.'S LICENSORS OR SUPPLIERS) HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. THESE LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT
PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION.
13. TERMINATION
Your license to use the Software continues until terminated. This license will terminate automatically if you
fail to comply with any term hereof. No notice shall be required from Zonepdf Inc. to effect such termination.
You may also terminate this Agreement at any time by notifying Zonepdf Inc. in writing of termination. On
termination, you must destroy all copies of the Software. Your obligation to pay accrued charges and fees shall
survive any termination of this Agreement.
14. GENERAL
14.1 Except for the service of process pursuant to court proceedings and except as otherwise expressly agreed by
amendment of this EULA, any notices in connection with this EULA from Licensee to Zonepdf Inc. shall be sent to
Zonepdf Inc. and any notices in connection with this EULA from Zonepdf Inc. to Licensee shall be sent to
Licensee's email address as provided to Zonepdf Inc. upon registration (including without limitation upon
registration with Zonepdf Inc. for technical support). Except as otherwise agreed, notice shall be deemed to
have been given if sent for overnight delivery by an internationally recognized courier requiring a signature
evidencing receipt, the next business day, and if sent by registered mail, return receipt requested, five (5)
days after the mail is sent. Licensee warrants that any email address provided to Zonepdf Inc. will be valid,
and that Licensee shall notify Zonepdf Inc. of a new email address if the previous email address becomes
invalid.
14.2 Licensee may not, in whole or part, sublicense, assign, sell or otherwise dispose of the Licensed Software,
or any of its any rights or obligations under this EULA, whether by merger, operation of law, assignment, sale
or otherwise, without Zonepdf Inc.’s express prior written consent. This EULA shall be binding upon and inure to
the benefit of the permitted successors and assigns of Licensee hereto.
14.3 Zonepdf Inc. shall be entitled to sub-contract any or all of its obligations under this EULA to a
sub-contractor. Zonepdf Inc. shall also be entitled to assign this EULA to any of its affiliates or to any
successor in interest to all or substantially all of its business or assets related to this EULA, in each case
whether by merger, operation of law, assignment, purchase or otherwise. This EULA shall be binding upon and
inure to the benefit of the successors and assigns of Zonepdf Inc. hereto.
14.4 If any provision or part of any provision of this EULA is found to be invalid or unenforceable by any court
or other competent body, that provision or part shall be enforced to the maximum extent permissible and such
invalidity or unenforceability shall not affect the other provisions (or parts thereof) of this EULA, and such
other provisions (and parts thereof) shall remain in full force and effect.
14.5 Neither party shall be liable for any delay or failure in the performance of its obligations under this
EULA if such delay or failure is due to an event of Force Majeure.
14.6 If either party fails to exercise a right or remedy that it has or which arises in relation to this EULA,
such failure shall not prevent that party from exercising that right or remedy subsequently in respect of that
or any other incident.
14.7 A waiver of any breach of provision of this EULA shall only be effective if it is made in writing and
signed on behalf of the party who is waiving the breach of provision. Any waiver of a breach of any provision of
this EULA shall not be deemed a waiver of any subsequent breach and shall not affect the enforceability of any
other provision of this EULA.
14.8 This EULA and all matters arising out of it shall be governed by, and construed in accordance with, the
laws of the State of Illinois. The state and federal courts situated in the County of Mecklenburg, North
Illinois, USA shall have exclusive jurisdiction over any claim or matter which may arise out of or in connection
with this EULA, and each party hereby consents to such jurisdiction and waives any objection to venue in such
courts. Notwithstanding the foregoing, each party shall have the right to institute judicial proceedings against
the other party or anyone acting by, through or under such other party, in any court of competent jurisdiction
in order to enforce the instituting party’s rights hereunder through specific performance, iNCunction or other
equitable relief.
14.9 Modifications of or amendments to this EULA may be made by Zonepdf Inc. at any time by posting a modified
version of this EULA reflecting such amendments including without limitation where such amendment is: (i)
required by law, regulation or court order (or is made in anticipation of an impending change in applicable law
or regulation), or (ii) made in the ordinary course of Zonepdf Inc.’s business, applicable to substantially all
of Zonepdf Inc.'s licensees located in the Licensee's jurisdiction that have agreed to terms similar to those
set out in this EULA. Licensee may terminate this EULA by ceasing all use of the Licensed Software and returning
to Zonepdf Inc. or destroying all copies of the Licensed Software if Licensee does not agree with the amendment.
The amendment shall be deemed accepted by Licensee if Licensee does not terminate this EULA.
14.10 This EULA sets out all of the terms agreed between the parties relating to the subject matter of this
EULA, and this EULA supersedes any and all prior and contemporaneous representations, discussions, undertakings,
communications, arrangements advertisements and understandings relating to its subject matter. Neither of the
parties shall be bound by, or liable to the other party for, any representation, undertaking or inducement
(other than fraudulent misrepresentations) made by it or by any agent or person acting on its behalf which is
not expressly contained in this EULA.
14.11 The parties hereby agree that nothing in this EULA shall be construed as creating a right which is
enforceable by any person who is not a party to this EULA or a permitted assignee of such a party.
14.12 In this EULA:
14.12.1 any reference to a statutory provision includes a reference to any modification or re-enactment of it
from time to time;
14.12.2 except for the reference contained in Clause 7 of this EULA, references to Clauses are to the clauses of
this EULA;
14.12.3 the singular includes the plural and vice versa;
14.12.4 the headings are for ease of reference only and shall not affect the construction or interpretation of
this EULA;
14.12.5 where any matter is to be agreed, such agreement shall be recorded in writing; and
14.12.6 wherever the words “including”, “include”, “includes” or “included” are used, they shall be deemed to be
followed by the words “without limitation” unless the context otherwise requires.
