License agreement
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This Commercial License Agreement ("Agreement") is between [Vendor legal name] ("Licensor") and the customer named in the Order Form ("Licensee"). It governs Licensee's use of the PDF-SDK software development kit, including its binaries, headers, documentation, sample code and updates (the "SDK").
1. Definitions
- "Licensed Application": a software application identified in Licensee's License Key by its web domain, Apple bundle identifier or Android package name.
- "License Key": the cryptographically signed string Licensor issues to Licensee, specifying the Licensed Applications, platforms and dates of this license.
- "Order Form": the quote, invoice or online order accepted by both parties, stating the fees, term, Licensed Applications and update period.
- "Update Period": the period stated in the Order Form (and encoded as the License Key's "updates until" date) during which Licensee may use newly released SDK versions.
2. License grant
2.1 Subject to this Agreement and payment of the fees, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable license, for the term in the Order Form, to: (a) integrate the SDK into the Licensed Applications; (b) distribute the SDK only in object-code form, and only as an embedded, inseparable part of a Licensed Application, to Licensee's end users; (c) use the documentation and sample code internally to develop the Licensed Applications.
2.2 A perpetual license lets Licensee keep using SDK versions released within the Update Period indefinitely. A subscription or trial license ends on the date in the Order Form and License Key.
2.3 Each License Key covers only the Licensed Applications named in it. A new application, domain, bundle identifier or package name needs a new or amended License Key.
3. License keys
3.1 Licensee must use the SDK only with a valid License Key issued by Licensor for the Licensed Application.
3.2 Licensee must not share, sell, publish for reuse, or let any third party use its License Key for any application other than the Licensed Applications. (A License Key embedded in a Licensed Application as the SDK requires is not a breach.)
3.3 Licensee must not create, generate, alter or forge License Keys, and must not use a License Key obtained from anyone other than Licensor.
4. Restrictions
To the maximum extent permitted by applicable law, Licensee must not, and must not allow any third party to:
(a) reverse engineer, decompile, disassemble, decrypt or otherwise try to derive the source code, algorithms, file formats or internal interfaces of the SDK, except where applicable law expressly permits it despite this restriction, and then only to the minimum extent the law permits, after first asking Licensor in writing for the information needed; (b) remove, disable, bypass, patch or otherwise circumvent the SDK's license-key verification, integrity checks or any other technical protection measure, or distribute any tool or modified version of the SDK that does so; (c) modify, adapt, translate or create derivative works of the SDK's binaries; (d) distribute the SDK on its own, or as part of a development kit, library, plug-in or framework whose main purpose is to give others access to the SDK's functionality; (e) rent, lease, lend, sell or sublicense the SDK, or offer it on a service-bureau or hosted basis to third parties who develop their own applications with it; (f) remove or alter any proprietary notice, attribution or third-party license notice in the SDK; (g) use the SDK to build a product that competes with the SDK itself.
5. Updates and support
Licensor provides SDK releases published during the Update Period, and support as described in the Order Form. SDK releases published after the Update Period require a renewal.
6. Ownership
The SDK is licensed, not sold. Licensor and its licensors keep all rights, title and interest in the SDK, including all intellectual property rights. All rights not expressly granted are reserved.
7. Third-party components
The SDK includes open-source components licensed under their own terms, listed in the NOTICE file shipped with the SDK. Those terms govern those components, and nothing in this Agreement restricts rights the open-source licenses grant for them.
8. Confidentiality
The SDK's non-public parts, pricing and License Keys are Licensor's confidential information. Licensee must protect them with at least reasonable care.
9. Verification
On reasonable written notice, at most once a year, Licensee will certify in writing which applications use the SDK and confirm compliance with this Agreement. If an audit shows unlicensed use, Licensee will pay the applicable fees for it [and the reasonable cost of the audit].
10. Term and termination
10.1 This Agreement runs for the term in the Order Form.
10.2 Either party may terminate it if the other materially breaches it and doesn't cure the breach within [30] days of written notice. A breach of Clause 3 or 4 is material and cannot be cured; Licensor may terminate immediately.
10.3 On termination Licensee must stop distributing new copies of the Licensed Applications containing the SDK. [For perpetual licenses terminated for convenience or non-renewal, copies already distributed to end users may keep working.] Clauses 4, 6, 8, 11, 12 and 13 survive.
11. Warranty disclaimer
[Limited warranty, if any, e.g. material conformity with the documentation for 90 days.] EXCEPT AS STATED, THE SDK IS PROVIDED "AS IS", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
12. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. LICENSOR'S TOTAL LIABILITY IS LIMITED TO THE FEES LICENSEE PAID IN THE [12] MONTHS BEFORE THE CLAIM. These limits do not apply to breaches of Clause 3 or 4, or to Licensee's infringement or misappropriation of Licensor's intellectual property.
13. General
Governing law: [jurisdiction]. Venue: [courts]. This Agreement and the Order Form are the entire agreement. Licensee may not assign it without Licensor's written consent, except to a successor of its entire business that agrees to be bound by it. Export-control laws apply.