RAD PDF License Agreement

LICENSE AGREEMENT FOR RAD PDF

Revised 2021-03-01

THIS IS A CONTRACT between you (either an individual or a single entity) and Red Software ("Licensor"), which covers your use of the software and information with which this agreement is provided, which may include, but is not limited to software files, fonts, or documentation. All such software and information are referred to herein as the "Software." "Machine" is defined as any computer, server, workstation, laptop, personal computer, or other device that supports the installation of the Software, execution of the Software, or other interaction with the Software directly, indirectly, over a network, or via other means. "License" is defined as a limited right of use of a single copy of the Software on a single Machine. "License Key" is text, a file, or other mechanism which enables the use of the Software under a specific License.

BY CHECKING THE "I ACCEPT" BOX OR BY DOWNLOADING OR BY INSTALLING OR BY USING THE SOFTWARE, THE INDIVIDUAL OR ENTITY LICENSING THE PRODUCT ("YOU") ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE CHECK BOX INDICATING "I DO NOT ACCEPT" MUST BE SELECTED, AND YOU MUST NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.

1. Grant of License. Licensor grants you a perpetual, non-exclusive, non-sublicensable, non-transferable right to use the Software, subject to the terms and conditions of this agreement. You may not rent, lease, lend, or in any way distribute or transfer any rights in this Agreement or the Software to third parties without Licensor's prior written approval. All rights not expressly granted to you are retained by Licensor and/or its suppliers. You may not copy the Software, except for ONE (1) copy solely for backup or archival purposes and only as necessary to use the Software. All such copies are the proprietary information of Licensor and its licensors and suppliers and are subject to their copyrights and this agreement. Each copy must reproduce all copyright and other proprietary rights notices on or in the Software. There are three types of Licenses granted by Licensor:

a. Server License. A "Server License" (previously called a "Production License") is a License purchased from Licensor or its authorized distributor(s) in which the Licensor has granted permission to you, the user for the usage of the Software in a commercial, educational, personal, government, or other environment. For each Server License purchased, you may install and use the Software on ONE (1) "Server Machine". A "Server Machine" is a Machine which allows other Machines to interact with (but not install) the Software. Every Server License must be used in accordance with the additional limitations specified by Licensor (for example, maximum number of CPU sockets, maximum amount of RAM, etc). One or more Server Licenses may have an associated License Key which must be both kept confidential and used in accordance with the Software documentation and this License Agreement.

b. Developer License. A "Developer License" is a License purchased from Licensor or its authorized distributor(s) in which the Licensor has granted permission to you, the user for the usage of the Software in a commercial, educational, personal, government, or other environment under certain terms. For each Developer License purchased, you may install and use the Software on ONE (1) "Developer Machine". A "Developer Machine" is a Machine used to develop, test, or privately demonstrate code which utilizes the Software. A Developer Machine must not be accessed by other Machines which can use or interact with the Software. One or more Developer Licenses may have an associated License Key which must be both kept confidential and used in accordance with the Software documentation and this License Agreement.

c. Demonstration License. A "Demonstration License" is a License freely granted upon download of a Licensor product under certain terms. By downloading and/or installing a "DEMO" version of the Software, you are hereby granted a Demonstration License. Use of the Software under the Demonstration License may be limited by features, time, or usage. A Demonstration License may NOT be used for commercial purposes. A Demonstration License may NOT be used on a Server Machine. The Demonstration License grants you temporary License for the sole purpose of evaluating the features and services of the Software prior to the purchase of a Server License or Developer License.

Any and all other uses will NOT be attempted or performed unless and until written consent has FIRST been given by Licensor. Licensor may grant or withhold such consent in its sole and absolute discretion, for any reason or for no reason stated.

2. No Warranty. The Software is being delivered to you "AS IS" and Licensor and its suppliers make no warranty as to its use or performance. LICENSOR AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. LICENSOR AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY REGARDING THE SOFTWARE, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, AND INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, OR THEIR EQUIVALENT UNDER THE LAWS OF ANY JURISDICTION. YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, YOU AND NOT LICENSOR OR ITS SUPPLIERS ASSUME THE ENTIRE COST OF ANY SERVICE OR REPAIR. IN ADDITION, LICENSOR DOES NOT WARRANT OR GUARANTEE THAT YOU WILL BE ABLE TO ACCESS THE SOFTWARE AT ALL TIMES. YOU UNDERSTAND, ASSUME THE RISK AND ACKNOWLEDGE THAT INTERNET CONGESTION, OUTAGES, MAINTENANCE, DOWNTIME AND OTHER INTERRUPTIONS (WHETHER AT LICENSOR'S PLACE OF BUSINESS OR ELSEWHERE) MAY INTERFERE AT TIMES WITH YOUR ABILITY TO ACCESS AND USE THE SOFTWARE.

3. Limitation of Liability. IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY GENERAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OR ANY LOSS OF REVENUE, DATA, USE, OR PROFITS, WHETHER ARISING OUT OF THE LICENSE OR OTHERWISE, EVEN IF A LICENSOR REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT OR OTHER LEGAL OR EQUITABLE THEORY. You are not and will not be entitled to receive damages of any kind, fees, expenses, costs, any other sum, injunctive relief, or any form of legal or equitable relief from Licensor or its suppliers for any cause or reason relating to the License, the Software, or this agreement. Some States do not allow the exclusion or limitation of incidental or consequential damages, or the exclusion of implied warranties or limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you.

4. Indemnification. You agree to indemnify, defend and hold Licensor, its licensors, suppliers, parents, subsidiaries, affiliates, officers, members and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Software, or the infringement by you, of any intellectual property or other right or interest of any person or entity.

5. Termination. Either Licensor or you may terminate this Agreement at any time. Without limiting the foregoing, Licensor shall have the right to immediately terminate this agreement at any time in the event of any breach by you of this Agreement. In such event, you must destroy or return to Licensor all copies of the Software and License Keys that you have received from Licensor or made pursuant to this Agreement.

6. Changes to Terms. LICENSOR RESERVES THE RIGHT TO MAKE UPDATES, SUPPLEMENTS OR OTHER MODIFICATIONS TO THE TERMS OF THIS AGREEMENT FOR USE WITH EXISTING OR FUTURE SOFTWARE, UPDATES, OR SUPPORT CONTRACTS (COLLECTIVELY, "UPDATES"). AT ALL TIMES WHILE THIS AGREEMENT IS IN EFFECT, YOU AGREE TO PROVIDE LICENSOR WITH YOUR CURRENT EMAIL ADDRESS AND OTHER CONTACT INFORMATION. YOU HEREBY AGREE THAT, FROM AND AFTER LICENSOR'S ISSUANCE TO YOU OF AN EMAIL NOTICE (SENT TO THE EMAIL ADDRESS LAST RECEIVED BY LICENSOR FROM YOU OR, IN LICENSOR'S SOLE DISCRETION, OTHER FORM OF NOTICE) OF UPDATES TO THIS AGREEMENT, YOU AGREE TO BE THEREAFTER BOUND TO EACH OF SUCH UPDATES IN CONNECTION WITH AND AS A CONDITION OF YOUR FURTHER USE OF THE LICENSE, AS MODIFIED AND POSTED ON LICENSOR'S WEBSITE (HTTP://WWW.REDSOFTWARE.COM) RESPECTING ALL OF SUCH SOFTWARE, UPDATES, AND/OR SUPPORT CONTRACTS. YOUR NON-TERMINATION OR CONTINUED USE OF THE SOFTWARE AFTER THE FOREGOING NOTICE HAS BEEN ISSUED TO YOU BY LICENSOR CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AS MODIFIED BY ALL UPDATES THEN POSTED ON LICENSOR'S WEBSITE.

7. Use of Software. You will NOT reverse engineer, disassemble, decompile or otherwise attempt to derive source code from the Software. You will NOT redistribute the Software without Licensor's prior written consent. You will NOT modify, adapt, translate or create derivative copies of the Software for any use; you will NOT distribute modified, adapted, translated, or derivative copies of the Software. You will NOT tamper with the registration or licensing mechanisms of the Software. You will NOT use the Software products in order to directly or indirectly violate any laws or statutes in place. This includes but is NOT limited to the violation of copyright agreements and the alteration of protected documents. You will NOT use the Software to create, offer, or provide any products, technologies, software applications, web applications, web sites, or services which, in the sole opinion of Licensor, provide the same or similar functionality as the Software. By agreeing to this Agreement, you agree that Licensor may immediately terminate any of your rights and/or license privileges if you violate this Agreement, and you release Licensor, its licensors, and its suppliers from all legal liability for all actions taken while using the Software and accept full responsibility for all legal discrepancies.

8. Use of License Key. You will NOT distribute, sell, rent, transfer, assign, or in other way share a License Key. You will NOT use a License Key in ways not documented in the Software. You will NOT use a License Key which was not specifically assigned to you by the Licensor. You will NOT use a License Key on a Machine which has not been designated the License Key's respective License.

9. United States Government Users. For United States Government users, the Software and associated documentation are deemed to be "commercial computer software" and "commercial computer documentation," respectively, pursuant to DFAR § 227.7202 and FAR § 12.212(b), as applicable. Use, duplication or disclosure of the Software licensed by this Agreement and any derivative works, as defined by the Copyright Act of 1976 as amended, developed under this Agreement, and any associated documentation or derivative works thereof, are subject to the restricted rights set forth in the DFAR and FAR, above.

10. Ownership of Software. The Licensor and/or its licensors and suppliers shall retain sole and exclusive ownership of all right, title and interest in and to the Software. All rights not expressly granted hereunder are reserved by the Licensor and/or its suppliers. This agreement transfers to you neither title nor any proprietary or intellectual property rights in or to the Software, or any updates or derivative works thereto, or any copyrights, patent rights, or trademarks embodied or used in connection therewith, excepting only the rights expressly granted by this agreement. You may not, and you agree not to modify, reverse-engineer, decompile, dissemble, reproduce, duplicate, copy, sell, resell or exploit for any purposes, the Software or any portion thereof. Certain of Licensor's licensors and suppliers are intended third party beneficiaries of this License and are entitled to enforce it in their own name directly against you.

11. Non-blocking of Licensor Development. You acknowledge that Licensor and its affiliated companies are currently developing or may develop technologies and products in the future that have or may have design and/or functionality similar to products that You may develop based on your license herein. Nothing in this Agreement shall impair, limit or curtail Licensor's right to continue with its development, maintenance and/or distribution of Licensor's technology or products. You agree that you shall not assert in any way any patent owned by You arising out of or in connection with this Agreement or modifications made thereto against Licensor, its subsidiaries or affiliates, or their customers, direct or indirect, agents and contractors (collectively, the "Licensor Product Users") for the manufacture, use, import, licensing, offer for sale or sale of any Licensor products.

12. Governing Law. This Agreement will be governed by international treaty provisions and the laws of the United States and the State of California, excluding the application of its conflicts of law rules. You consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in San Diego, California (USA). Licensor and/or certain of its licensors and suppliers are entitled to enforce this Agreement in its own name directly against you, the end user.

13. General. This Agreement constitutes the entire understanding of the parties and revokes and supersedes all prior agreements, oral or written, between them and may not be modified or amended except in a writing signed by both parties hereto which specifically refers to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict herewith. If any one or more provisions contained in this Agreement are held by any court or tribunal to be invalid, illegal, or otherwise unenforceable, each and every other provision shall remain in full force and effect.

14. Contact Information. If you have any questions about this Agreement, or if you want to contact Licensor for any reason, please direct all correspondence to the Licensor via the Licensor's website at http://www.redsoftware.com/contact/.

15. ACKNOWLEDGEMENT AND EXCLUSIVITY. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LICENSOR RESPECTING THE SOFTWARE, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR UNDERSTANDING, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND LICENSOR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THIS AGREEMENT MAY NOT BE CHANGED, ALTERED, OR MODIFIED BY YOU EXCEPT BY A WRITING SIGNED BY LICENSOR OR AS OTHERWISE PROVIDED HEREIN.

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