Date Revised: 1st June
2013
PRODUCT
LICENSE
IMPORTANT: READ CAREFULLY: This Aspose End User License Agreement
("Agreement") is a legal agreement between You and Aspose Pty. Ltd. for the
materials accompanying this Agreement, which may include computer software,
printed materials, and "on line" or electronic documentation and resource files,
project and solution files for Aspose Products.
BY INSTALLING, DOWNLOADING, COPYING OR OTHERWISE USING THE PRODUCT,
YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE
TERMS OF THIS AGREEMENT, DO NOT INSTALL, DOWNLOAD, COPY OR USE THE PRODUCT.
The Product is protected by copyright laws and international
copyright treaties, as well as other intellectual property laws and treaties.
Aspose or its suppliers own the title, copyright and other intellectual property
rights in the Product. The Product is licensed, not sold.
1.
DEFINITIONS.
1.1.
“API” or “Application
Programming Interface” means
a publicly accessible interface defining the ways by which an application
program may request services from libraries and/or software.
1.2.
“Confidential
Information” is any
information marked as confidential.
Confidential Information does not include information:(a) which is
publicly known; (b) which is disclosed to the other party without
restriction by a third party and without any breach of confidentiality by the
third party; or (c) which is developed independently by the other party
without reliance on any of the discloser’s Confidential Information.
1.3.
“Derived Works” means works based upon or using the
Product.
1.4.
“Enhanced Support” means any paid support package,
including Priority Support, Enterprise Support, and Sponsored
Support.
1.5.
“Maintenance
Subscription” means paid
access to Product Updates and fixes.
1.6.
"Physical Location” means any physical address. For example,
each store and/or office with different address is a separate physical
location.
1.7.
“Product” means the Software licensed under this
Agreement.
1.8.
“Software” means computer software, associated
media, printed materials, and "on line" or electronic documentation provided
under this Agreement.
1.9.
“SaaS”
or “Software as a Service”
means a model of software deployment whereby a provider licenses an application
to customers for use as a service on demand.
1.10.
“SDK” or “Software Development
Kit” means a set of
development tools that allows a software engineer to create applications for a
certain software package, software framework, hardware platform, computer
system, video game console, operating system, or similar platform.
1.11.
"Updates” means technical support, new version,
new release, and/or supplements to the Product and/or related information.
1.12.
“You” and “Your” mean the purchaser, either an individual
or a single entity.
2.
GRANT
OF LICENSE. Aspose grants You the rights described in this Agreement provided that You
comply with all the terms and conditions of this Agreement:
2.1.
General License
Grant. Aspose grants use of
the Product according to one of the license types below as identified in the
Product title. All licenses are nonexclusive and nontransferable (except as
otherwise provided herein).
2.1.1.
Evaluation License and Temporary License. Evaluation and
Temporary licenses are non-exclusive evaluation licenses to use the Product for
evaluation purposes only. With an
evaluation license the Product is fully functional except the results produced
will include an Aspose watermark or a feature limitation, specified by the
Product documentation. When
using an Evaluation License or a Temporary License, You may not use the Product to produce any
Derived Works. If you use the
Product in any Derived Works, you must purchase the applicable license and you
may be sued for collection and punitive damages. If You
do not agree to these terms, do not evaluate the Product and remove it from Your
computer immediately. Temporary licenses are limited to three (3), thirty (30)
day licenses per customer per twelve (12) month period.
2.1.2.
Developer Small Business License. A Developer Small
Business license permits one (1) developer to create an unlimited number of
Derived Works using the Product. One Developer license must be purchased for
each developer using the Product to create Derived Works. A Developer Small Business license
allows deployment of any number of Derived Works, not including SaaS, using the Product, to one (1) physical
location.
2.1.3.
Developer OEM License. A Developer OEM license permits one (1) developer to create an
unlimited number of Derived Works using the Product. One Developer OEM license
must be purchased for each developer using the Product to create Derived Works.
A Developer OEM license allows royalty-free deployment of any number of Derived
Works, including SaaS, using the Product, to unlimited
physical locations.
2.1.4.
Site Small Business License. A Site Small Business license permits up to ten (10) developers to
create an unlimited number of Derived Works using the Product. A Site Small
Business license allows deployment of any number of Derived Works, not including
SaaS, using the Product, at up to ten (10) physical
locations.
2.1.5.
Site OEM License. A Site OEM license permits up to ten (10) developers to create an
unlimited number of Derived Works using the Product. A Site OEM license allows
royalty-free deployment of any number of Derived Works, including SaaS, using the Product, to unlimited physical
locations.
2.2.
Documentation.
You may make any number of copies of the electronic and other
documentation provided with the Product or downloaded from the Aspose website,
provided that all copies must be used only for internal purposes and may not be
republished or distributed externally.
2.3.
Disassembly. You may not reverse engineer, decompile,
disassemble or in any other way try to gain access to information regarding the
construction of the Product(s).
2.4.
Transfer.
You may not rent, lease, lend, sub-license, sell, assign, transfer or
pledge the Product in a standalone fashion or this Agreement, on a temporary or
permanent basis, unless you first receive written permission from Aspose.
2.5.
Reservation of
Rights. Aspose reserves all
rights not expressly granted herein.
3.
DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
3.1.
Derived Works and
Redistribution
3.1.1.
The Product may not be
distributed in any form that allows it to be reused by any application other
than Your Derived Work.
3.1.2.
The Product may not be
included as part of a SDK.
3.1.3.
The Product may not be
used to develop Derived Works that offer similar or competing functionality as
the Product, or expose features of the Product through an API for use by an
unlicensed third party.
3.1.4.
The Product may not be
used to develop Derived Works that offer similar functionality as the Product
for any development platform, including but not limited to .NET, Java, SQL
Reporting Services, JasperReports, SharePoint,
Microsoft Dynamics, Microsoft Azure, Amazon Web Services (“AWS”) or Google App
Engine.
3.1.5.
Aspose is not obligated
to provide support for Derived Works.
3.1.6.
Derived Works may not
be called "Aspose", nor may "Aspose" appear in their name, without prior written
permission from Aspose.
3.1.7.
The name "Aspose" must
not be used to endorse or promote products derived from the Product without
prior written permission. For written permission, please contact
sales@aspose.com.
3.2.
Termination. Without prejudice to any other rights,
Aspose may terminate this Agreement if You fail to
comply with the terms and conditions of this Agreement. In such event, You must destroy all copies of the Product, including but not
limited to backups and all component parts and Derived Works.
3.3.
Survival. Unless by its nature a provision cannot
survive this Agreement, the provisions of this Agreement shall survive the
expiration or any termination of this Agreement.
3.4.
Consideration. For the rights and license granted in
this Agreement, You will pay Aspose the currently published price available at
Aspose.com or another mutually agreed upon amount to appear on a valid
invoice.
3.5.
Term. The term of this Agreement shall continue
perpetually from the date of purchase unless terminated according to Section
3.2.
3.6.
Consent to Use of Data.
You agree that Aspose and
its affiliates may collect and use technical information, excluding any
Confidential Information, gathered as part of the Product support services
provided to You. Aspose may use this information solely
to improve Our products or to provide customized
services or technologies to You. Aspose may disclose this information, excluding
any Confidential Information, to others but not in a form that personally
identifies You.
4.
MAINTENANCE, UPDATES AND DISCONTINUATION.
4.1.
Maintenance
Subscription: A Maintenance
Subscription entitles the purchaser to Updates of the Product and access to
Product fixes for a period of one (1) year (365 days). Initial purchase of the Product
includes a one-year Maintenance Subscription. Thereafter, You
may renew your Maintenance Subscription annually.
4.2.
Updates: Aspose may, in its sole discretion,
provide technical support and/or Updates to You
hereunder.
4.3.
Technical Support: Technical Support, whether free or
through a paid Enhanced Support subscription is provided with the following
conditions:
4.3.1.
Technical support is
provided only through Aspose Support Forums. You agree not to attempt to
bypass the Support Forums via phone, email, or other
means.
4.3.2.
Aspose does not
guarantee that any fix will be provided in any given time period. Any
estimates provided are estimates only and are not binding or
enforceable.
4.3.3.
Updates and fix
notifications are posted in the Aspose Support Forum; they are not provided
directly to You. You agree to check the relevant
Support Forum for Updates and fixes.
4.3.4.
Aspose will provide
support status updates when You request
them.
4.3.5.
Aspose will typically provide support for the
Product throughout the license subscription period whether the Product has been
discontinued or not. However, Aspose reserves the right to cancel support,
whether provided for free or Enhanced Support for a fee, at any time and for any
reason.
4.4.
Enhanced Support: Enhanced Support services will be
provided substantially as described in the description of services available at
http://www.aspose.com. In addition to the terms in Section 4.3, the following
shall apply:
4.4.1.
Aspose shall use
reasonable efforts to solve problems identified by You;
however, Aspose does not warrant that it will solve any particular problem in a
given timescale, or at all.
4.4.2.
Enhanced Support
packages are subject to fair use policies as described on the Enhanced Support
product descriptions.
4.5.
Discontinuation of Product:
Aspose reserves the right to
discontinue the Product at any time, whether it is offered individually or as a
part of a product suite.
4.5.1.
If Aspose discontinues
the Product, they will announce product discontinuation through the Monthly
Aspose Customer Newsletter, which You may subscribe to
or access at http://www.aspose.com. It is Your
responsibility to check Newsletter contents for notice of product
discontinuation. Notice will be given at least fifteen (15) days prior to the
discontinuation of the Product.
4.5.2.
Close of Business: If for any reason, including insolvency or
dissolution, Aspose is unable to remain in business under the Aspose name or
another name they will provide the following remedy to each license
owner:
a) Aspose will make a reasonable
effort to notify You at least thirty (30) days prior to
close of business.
b)
You will be provided with the
option of purchasing source code for the Product for which You own current licenses at a cost of no more than the cost
of a single Site OEM license at that time.
Some proprietary portions of the source code may be provided in compiled
form only.
5.
DELIVERY. The Product and any associated materials are provided in electronic
format only. You are responsible
for downloading the Product from the Aspose website: http://www.aspose.com. Upon purchase, Aspose shall deliver to
You an electronic license file which will enable the
Product to function in the purchased license capacity. Previous versions of the
Product will only be available for a twelve (12) month period from the date of
publishing; access to previous versions once removed will only be available to
customers who hold a current subscription for the Product. Customers are advised to keep a backup copy
of any downloaded PRODUCT for future use.
6.
UPGRADES. If this copy of the Product is an upgrade from an earlier version of
the Product, it is provided to You on a license
exchange basis. You agree by Your installation and use
of such copy of the Product to voluntarily terminate Your earlier Agreement and
that You will not continue to use the earlier version of the Product or transfer
it to another person or entity unless expressly permitted by Aspose in
writing.
7.
INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the Product
(including but not limited to any images, photographs, animations, video, audio,
music, text and "applets" incorporated into the Product and any copies of the
Product that You are expressly permitted to make herein) are owned by Aspose or
its suppliers. All title and intellectual property rights in and to the content
which may be accessed through use of the Product are the property of the
respective content owner and may be protected by applicable copyright or other
intellectual property laws and treaties. This Agreement grants You no rights to use such content. All title and intellectual
property rights in and to Your modifications to the
Product are owned by You. All
rights not expressly granted are reserved by Aspose.
8.
nondisclosure.
Both Parties recognize that the other Party may obtain proprietary and/or Confidential Information in the course
of their business. Each Party agrees to protect each other’s Confidential Information as
follows:
8.1.
Time and Method. Both during the term of this Agreement and for a period of five (5)
years after termination or expiration of this Agreement to hold each other’s
Confidential Information in confidence and to protect the disclosed Confidential
Information by using the same degree of care to prevent the unauthorized use,
dissemination or publication of the Confidential Information as they use to
protect their own confidential information of a like nature.
8.2.
Permitted Disclosure to
Employees. Each Party agrees that it will only
disclose Confidential Information to its responsible employees, contractors,
professional advisors and similarly situated individuals who have a bona fide
need to know and who are bound by agreement or by law to keep such information
confidential.
8.3.
Other Permitted
Disclosures. Each Party may disclose Confidential
Information (i) as authorized by the other Party in
writing or (ii) to the extent required by applicable law, court, or government
agency, provided that the Party required to disclose Confidential Information
promptly notifies the other Party and cooperates with any efforts by the other
Party, at the other Party’s expense, to limit such disclosure by means of
seeking a protective order or requesting confidential treatment. Other than those expressly allowed under
this Section 10 of the Agreement, no other disclosures of Confidential
Information are permitted.
9.
open
source components
9.1.
Intellectual Property Warranty.
Some Aspose products
contain Open Source components, which are software components owned by third
parties and that are licensed for use without any fee or cost. Aspose represents and warrants that it
has not and will not include any Open Source components that require, as a
condition of use, modification or distribution, that (a) the code be disclosed
or distributed in source code form, and/or (b) be licensed for the purpose of
making derivative works. For
example, Aspose does not utilize any open source components licensed under the
GNU’s General Public License (“GPL”); Lesser/Library
GPL (“LGPL”), the Artistic License, the Mozilla Public License and the Common
Public License.
9.2.
Notice Requirements. Some Aspose products contain “Open Source” components that require
users to provide notice of copyrights and/or licensing terms. All required notices are included in the
documentation to the Product. If
you utilize these components in Your Derived Work, You are obliged to provide
these notices to Your customers.
9.3.
Links to Third Party Sites. The Product
documentation may include links to third party sites where You may access information about Open Source components. The third party sites are not under the
control of Aspose, and Aspose is not responsible for the contents of any third
party sites, any links contained in third party sites, or any changes or updates
to third party sites. Aspose is not responsible for webcasting or any other form
of transmission received from any third party sites. Aspose is providing these
links to third party sites to You only as a
convenience, and the inclusion of any link does not imply an endorsement by
Aspose of the third party site.
10.
LIMITED WARRANTY AND DISCLAIMER.
10.1.
Except with respect to an evaluation version of the Product, Aspose
warrants that, for a period of thirty (30) days from the date of delivery (as
evidenced by a copy of Your receipt) when used with a
recommended hardware configuration, the Product will perform in substantial
conformance with the documentation supplied with the Product. This warranty applies only on initial
Product purchases and does not apply to Subscription renewals or
Updates.
10.2.
ASPOSE PROVIDES NO REMEDIES OR
WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR EVALUATION VERSIONS OF THE PRODUCT.
THE EVALUATION VERSION OF THE PRODUCT IS PROVIDED "AS IS".
10.3.
ASPOSE AND ITS SUPPLIERS
DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR
OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. ASPOSE DOES NOT WARRANT THAT THE PRODUCT IS ERROR-FREE OR
WILL OPERATE WITHOUT INTERRUPTION. THE PRODUCT IS NOT DESIGNED, INTENDED OR
LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS,
INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION
OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC
CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. ASPOSE SPECIFICALLY DISCLAIMS ANY
EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
10.4.
IF APPLICABLE LAW REQUIRES ANY
WARRANTIES WITH RESPECT TO THE PRODUCT, ALL SUCH WARRANTIES ARE LIMITED IN
DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.
10.5.
NO ORAL OR WRITTEN INFORMATION
OR ADVICE GIVEN BY ASPOSE, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL
CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED
HEREIN.
11.
EXCLUSIVE REMEDY. Your exclusive remedy for breach of warranty is to return the Product
to the place You acquired it, with a copy of Your
receipt and a description of the problem. If You report a breach of warranty to
Aspose no more than thirty (30) days following delivery, then Aspose will use
reasonable commercial efforts to supply You with a replacement copy of the
Product that substantially conforms to the documentation, or refund to You Your
purchase price for the Product, at its option. Aspose shall have no
responsibility if
if the failure arises out of use of the
Product with other than a recommended hardware configuration. THIS REMEDY IS THE SOLE AND EXCLUSIVE
REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT
TO THE PRODUCT.
12.
LIMITATION OF LIABILITY. Except with regard to: (i) breach of
confidentiality obligations; and (ii) any costs associated with the defense
chosen by Aspose pursuant to Section 13 “Indemnification,” and (iii) settlement,
to the infringed upon party, of an intellectual property right claim or moral
right claim, liability shall be limited as follows:
12.1.
NEITHER ASPOSE NOR ITS SUPPLIERS
SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES
FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF
PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR
INABILITY TO USE, THE PRODUCT AND BASED ON ANY THEORY OF LIABILITY INCLUDING
BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR OTHERWISE, EVEN IF ASPOSE OR ITS REPRESENTATIVES HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS
FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12.2.
ASPOSE'S TOTAL LIABILITY TO YOU
FOR ACTUAL DAMAGES, FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID
BY YOU FOR THE PRODUCT THAT CAUSED SUCH DAMAGE.
12.3.
THE FOREGOING LIMITATIONS ON
LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL
OTHER ASPECTS OF THIS AGREEMENT.
12.4.
Force Majeur. Aspose is not liable hereunder by
reasons of failure or delay in the performance of its obligations hereunder on
account of strikes, shortages, riots, insurrection, war, acts of terrorism,
fires, flood, storm, explosions, earthquakes, acts of God, government action,
labor conditions, or any other cause which is beyond its control.
13. INDEMNITY. You agree to hold Aspose harmless against, and at Your expense handle
and defend, any claim and defend any third party suit brought against You based
upon an allegation that any software developed by You and included in Derived
Works produced using the Product constitutes an infringement of any
international patent, or any copyright or other proprietary or intellectual
property right. You shall pay all damages and costs awarded in such
suit.
Aspose will indemnify, defend and hold You, and/or Your and/or its
affiliated and/or subsidiary companies harmless against any claims, legal
actions, losses and other expenses arising out of or in connection with any
claims that the Product and/or related documentation infringes or violates any
intellectual property right of any third party ("Claim"), on the condition that
You notify Aspose promptly of the Claim and give Aspose sole control of the
defense and negotiations for its settlement or compromise. If You become, or may
become, prohibited from continued use of the Product by reason of an actual or
anticipated Claim, Aspose will use its reasonable efforts to do the following:
(a) obtain for You the right to use the Product, or (b) replace or modify
such Product so that it is no longer subject to a Claim, but performs the same
functions in an equivalent manner.
In the event that Aspose determines, in
its sole discretion, that neither (A) nor (B) is commercially reasonable, Aspose
shall refund the residual value of the license fees paid by You for the
infringing Product, depreciated using a straight line method of depreciation
over a forty-eight month period from the date of delivery of the Product to
You.
14. TAXES. The license fees and any other amounts payable pursuant to the terms
and conditions herein are exclusive of all national, state, regional, local
municipal or other taxes and fees including, but not limited to, excise, sales,
use, property, ad valorem, intangibles, goods and services and value added
taxes, customers duties and registration fees, now in force or enacted in the
future, and all such taxes and fees, except taxes based on Aspose’s net worth, capital or net income, shall be paid
directly by You, or if paid by Aspose, You will reimburse Aspose.
15.
NO
WAIVER. No action taken by either party pursuant to this Agreement, and no
waiver by either party, whether express or implied, of any provision or right in
this Agreement or any breach thereof, and no failure of either party to exercise
or enforce any of its rights under this Agreement, will constitute a continuing
waiver with respect to such provision or right or as a breach or waiver or any
other provision or right, whether or not similar.
16.
SEVERABILITY. If any covenant or provision of the Agreement is determined to be
void or unenforceable in whole or part, then such void or unenforceable covenant
or provision shall be deleted from this Agreement and shall not effect or impair
the enforceability or validity of any other covenant or provision of this
Agreement or any part thereof.
17.
GOVERNING LAW. This Agreement is made in the State of New South Wales, Australia and
shall be governed and interpreted according to the laws of New South Wales,
Australia. Any lawsuit filed
regarding this Agreement shall be filed in New South Wales, Australia. The United Nations Convention on
Contracts for the International Sale of Goods shall not apply to this
Agreement.
18.
FURTHER INSTRUMENTS.
Except as otherwise expressly provided in this Agreement, each party
shall furnish to the other (and shall deliver and cause to be executed,
acknowledged and delivered to the other) any further instruments, which such
other party may reasonably require or deem necessary from time to time to
evidence, establish, protect, enforce, defend or secure to such other party any
or all of its rights hereunder or to more effectuate or carry out the purposes,
provisions or intent of this Agreement.
19.
CAPTIONS. All indexes, titles, subject headings, section titles, and similar
items are provide for the purpose of reference and convenience and are not
intended to be inclusive, definitive, or to affect the meaning or scope of this
Agreement.
20.
UPDATES. Aspose may make updates and changes to this license Agreement from
time to time. Such changes will be posted on our website at
http://www.aspose.com as well as distributed with the Product. You are bound by
the terms of the Agreement as it is posted or distributed at the most recent
time you install the Product or Updates. If You do not
wish to be bound by the terms of this license Agreement You should not install
any Updates or additional Product(s).
21.
PUBLICITY. You grant Aspose the right to use Your name
and logo in press releases, brochures, case studies, marketing materials, the
Aspose website and similar materials indicating that You are a customer of
Aspose.
22.
ENTIRE
AGREEMENT. This Agreement is the entire agreement between You and Aspose
relating to the license of the Product and the support services (if any) You
purchase hereunder and it supersedes all prior or contemporaneous oral or
written communications, proposals and representations with respect to the
Product or any other subject matter covered by this Agreement. This Agreement includes and encompasses
materials referenced herein from the Aspose.com website. To the extent the terms
of any Aspose policies or programs for support services conflict with the terms
of this Agreement, the terms of this Agreement shall control.