End-User License Agreement for 30-day free trial of iText Software Products
This Trial License Agreement (“Agreement”) is entered into between iText Software Group. (“Licensor”) and You (“Licensee”).
This Agreement is entered into for the purpose of granting Licensee a Trial License, exclusively governed by the terms and conditions of this Agreement, on one or more of the following software products offered by Licensor:
- The iText 7.x.y Core software together with any ancillary machine readable materials and documentation provided by Licensor (“iText 7”);
- One or more software Add-On(s) offered by Licensor as an addition or extension to the iText 7.x.y Core software, together with any ancillary machine readable materials and documentation provided by Licensor (“Add-On(s)”);
Licensee’s license rights under this Agreement are strictly limited to the number and type of iText 7 and/or Add-On(s) Trial License(s) authorized by Licensor or its authorized resellers or distributors (the “Trial Product(s)”). Licensee’s use of Trial Products may not exceed the usage requested in its trial request.
The Trial Products may also include patches and updates to iText 7 and/or the Add-On(s) if provided to Licensee by Licensor at its sole discretion.
Licensee may only install and use the Trial Products upon having obtained a valid Trial License governed by the terms and conditions of this Agreement.
All Trial Products are protected by copyright laws and international copyright treaties, and other intellectual property laws and treaties. Trial Products are licensed, not sold.
1. License terms
1.1. Trials Licenses granted to Licensee are non-exclusive, non-transferable, time-limited licenses to use the Trial Products for evaluation and trial purposes only ("Trial License").
1.2 Trial Licenses enter into effect upon Licensee’s receipt of a download link for the Trial Products from Licensor or its authorized resellers or distributors and expire automatically thirty (30) calendar days thereafter (hereinafter "Evaluation Period"). If Licensee keeps using the Trial Products after the Evaluation Period without entering into a valid commercial license agreement, Licensee shall be held to compensate Licensor for such unauthorized use by paying to Licensor a compensation equal to at least 200% of the then-current applicable commercial license fees. This fee will be automatically due as from the first day following expiration of the Evaluation Period. Licensor and Licensee agree that this percentage is proportionate and represents a genuine pre-estimate of the loss Licensor will suffer. Licensor may prove and claim higher damages.
1.3. Licensee must indicate in what trial environment the Trial Products shall be evaluated in order to allow Licensor to confirm the authorized trial use. Trial Licenses may not be shared or used concurrently on different devices.
1.4. Trial Licenses do not permit Licensee: (a) to grant any sublicense for all or part of the Trials Products; (b) to use the Trial Products in conjunction with any other software, data or equipment in such a manner as would cause the resulting product to infringe upon any Intellectual Property Rights of Licensor or third parties; (c) to copy the Trial Products, except for trial purposes and provided that each such copy of the Trial Products is submitted to the terms of this Agreement; (d) to transfer, assign, rent, lease, distribute or otherwise dispose of the Trial Products on a temporary or permanent basis; (e) to make the Trial Products available to remote users;
1.5. Prior to any use of Trial Products in a production environment or after termination of the Evaluation Period, Licensee must acquire appropriate and sufficient dedicated commercial licenses for each separate desktop, server, virtual machine or other device on or from which the iText 7 and/or the Add-On(s) are installed, used, accessed, displayed or run, including the devices used to maintain the applications using the Software Product such as test and QA servers.
1.6. Licensee agrees: (a) not to remove from the Trial Products any copyright notices or any other intellectual property notices; (b) not to remove from Trial Products any references to Licensor and (c) to immediately notify Licensor if it becomes aware of any actual or potential claims by a third party arising in respect of the Trial Products; (d) not to use the Trial Products in breach or contravention of any law.
2. Additional rights and limitations.
2.1. Licensee agrees not to reverse engineer, decompile or disassemble the Trial Products.
2.2. This Agreement does not grant Licensee any rights in connection with any copyright, patent, trademark or trade secret of Licensor, except for what is specifically provided herein.
2.3. Licensee may not use the Trial Products to create a product that in reality competes with the Trial Products, meaning that Licensee may not built any products around or based upon iText 7 and/or the Add-On(s) in such a way that they are reasonably to be considered as competing with iText 7 and/or the Add-On(s).
3. Modifications to the Trial Products.
3.1. Licensor is allowed, at any time and at its sole discretion, to discontinue or to recall any release of the Trial Products or to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Trial Products.
3.2 Any updates and upgrades of the Trial Products, if provided by Licensor, are subject to the terms of this Agreement. Licensor may make the use of updates and upgrades subject to a modified version of this Agreement.
4.1. This Agreement and the Trial Licenses governed by it shall terminate upon the expiration of the Evaluation Period or upon such earlier date as Licensor may, by written or electronic notice, communicate to Licensee. Licensor is not held to justify or motivate any early termination which it may exercise at its sole discretion. Licensor is allowed to equip Trial Products with a system that automatically disables them upon termination of the Evaluation Period.
4.2. Within five (5) calendar days after termination of any Trial License for any reason whatsoever, Licensee shall delete and permanently erase or destroy the affected Trial Products and all copies thereof and it shall confirm in writing to Licensor to have complied with the foregoing.
5. Limited warranties and limitations on Licensor’s liability.
5.1. Limited warranties.
THE TRIAL PRODUCTS ARE PROVIDED "AS IS". LICENSOR DOES NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TRIAL PRODUCTS, INCLUDING BUT NOT LIMITED TO WARRANTIES WITH REGARD TO FITNESS FOR A PARTICULAR USE OR PURPOSE, MERCHANTABILITY, NON INFRINGEMENT, NOR THAT THE TRIAL PRODUCTS WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE, AND LICENSOR HEREBY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES.
5.2 Limitation of liability.
LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL AND SPECIAL DAMAGES) UNDER ANY THEORY OF LIABILITY (INCLUDING ON THE BASIS OF TORT, CONTRACT OR OTHERWISE) WHETHER SUFFERED BY LICENSEE OR ANY OTHER USER OF THE SOFTWARE, OR ANY THIRD PARTY, EVEN IF LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.1. If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the remaining terms, conditions and provisions will continue to be valid and enforceable to the fullest extent permitted by law. Licensor and Licensee expressly agree that, in all respects pertaining to this Agreement and its subject matter, parties’ respective rights, obligations and remedies shall be governed exclusively by the terms of this Agreement and that this Agreement supersedes any prior understandings and agreements between Licensor and Licensee with respect to its subject matter.
6.2. This Agreement may not be amended, except in writing, signed by both Licensee and Licensor. No terms, provisions or conditions of any purchase order, acknowledgment or other business form that Licensee may use in connection with the acquisition or licensing of the Trial Products will have any effect on the rights, duties or obligations of Licensee or Licensor under, or will otherwise modify, this Agreement, regardless of any failure of Licensor to object to such terms, provisions or conditions.
The parties do not intend, nor shall any clause be interpreted, to create any obligations for Licensor under this Agreement in favor of any third party.
6.4. All provisions in this Agreement that are intended to have effect thereafter, will survive termination of this Agreement.
6.5. Licensee shall not, directly or indirectly, export, re-export, or transfer (to the extent permitted by this Agreement) the Trial Products or any components or copies thereof in such a manner as to violate the export laws and regulations of the United States which are in effect from time to time. Licensee shall indemnify and hold harmless Licensor from and against any and all losses incurred by Licensor as a result of Licensee’s breach of this provision.
All notices, consents and other communications under this Agreement shall be in writing and shall be deemed to have been received on the earlier of the date of actual receipt or the third US business day after being sent by registered mail. Licensor’s address for notices is: iText Software Corp., att. Stan Kornacki, PO Box 620335, Newton Lower Falls, MA 02462-0335, with a simultaneous copy to the address set forth in the preambule of this Agreement and to firstname.lastname@example.org. Licensee’s address for notices is the address set forth in the preambule of this Agreement. Both Licensor and Licensee may communicate a new address for notices by serving notice thereof in accordance with the provisions of this article.
6.7. This Agreement is governed by and shall be construed and interpreted in accordance with California law and controlling US federal law and no effect shall be given to any other choice of law or any conflict of laws rules or provisions (US, foreign or international) that could cause other laws than California law and controlling US federal law to be applicable. The application of the UN Convention on the Sale of Goods is excluded. The Parties consent to the exclusive jurisdiction of any state or federal court located within San Mateo County, California, and agree that all actions or proceedings relating to this Agreement shall be litigated in such courts, and each of the Parties waives any objection which it may have based on improper venue or forum non conveniens to the conduct of any action proceeding in such court.
6.8. This Agreement may be executed in in any number of counterparts and when so executed, all of such counterparts shall constitute a single instrument binding upon all parties notwithstanding the fact that all parties are not signatory to the original or to the same counterpart. Execution and delivery of the Agreement may be evidenced by facsimile transmission, by file(s) in Portable Document Format attached to email communications or by click consent.