14 June 2011
NOTICE TO USER: THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) GOVERNS INSTALLATION AND USE OF THE ADOBE SOFTWARE DESCRIBED HEREIN BY LICENSEES OF SUCH SOFTWARE. BY DOWNLOADING, COPYING, INSTALLING OR USING THE SOFTWARE, LICENSEE ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT INSTALLS AND USES THE SDK COMPONENTS AND ANY PERSON OR ENTITY (E.G., SYSTEM INTEGRATOR, CONSULTANT OR CONTRACTOR) THAT INSTALLS OR USES THE SDK COMPONENTS ON ANOTHER PERSON’S OR ENTITY’S BEHALF.
THE SDK COMPONENTS ARE PROVIDED "AS IS" WITHOUT WARRANTY AND LICENSEE’S USE IS SOLELY AT LICENSEE’S OWN RISK.
THIS AGREEMENT SHALL APPLY ONLY TO THE SOFTWARE TO WHICH LICENSEE HAS OBTAINED A VALID LICENSE REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.
LICENSEE’S RIGHTS UNDER THIS AGREEMENT MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS IN A SEPARATE WRITTEN AGREEMENT WITH ADOBE THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT.
1.1 "Adobe" means Adobe Systems Incorporated, a Delaware corporation, 345 Park Avenue, San Jose, California 95110, if subsection 9(a) of this Agreement applies; otherwise it means Adobe Systems Software Ireland Limited, Unit 3100, Lake Drive, City West Campus, Saggart D24, Dublin, Republic of Ireland, a company organized under the laws of Ireland and an affiliate and licensee of Adobe Systems Incorporated.
1.2 "Documentation" means the user manuals and/or technical publications as applicable, relating to installation, use and administration of the SDK Components.
1.3 “PDF Portfolio Layout(s)” means the customized PDF Portfolio Layouts that form the basis of a PDF Portfolio that are built using the SDK Components.
1.4 “PDF” means portable document format.
1.5 “PDF Portfolio” is a collection of documents that may include PDF files, documents generated by Microsoft® Office software, images, video, web content and/or swf files that are packaged into a single interactive PDF file.
1.6 “Redistributable Code” means certain object code files designated in the Documentation as “Redistributable Code”.
1.7 "Sample Code" means sample software in the SDK Components source code format and found in the directories labeled "samples" and "examples."
1.8 "SDK Components" means all contents of the files with which this Agreement is provided, including but not limited to (i) Sample Code; (ii) header file information; (iii) Redistributable Code; (iv) Documentation; and (v) any upgrades, modified versions, updates and/or additions thereto, if any, provided to Licensee by Adobe.
2. License and Restrictions.
2.1 License. Subject to the terms and conditions of this Agreement, Adobe grants Licensee a non-exclusive, nontransferable license to (a) use the SDK Components for the sole purpose of developing PDF Portfolio Layouts; (b) reproduce and modify Sample Code as a component of a PDF Portfolio Layout; and (c) distribute the Redistributable Code and Sample Code solely as a .swf file as part of a PDF Portfolio Layout.
2.2 Documentation. Licensee may make copies of the Documentation solely in connection with use of the SDK Components in accordance with this Agreement, but no more than the amount reasonably necessary. Any permitted copy of the Documentation that Licensee makes must contain the same copyright and other proprietary notices that appear on or in the Documentation.
2.3 Sample Code. Licensee may modify the Sample Code solely for the purposes of designing, developing and testing Licensee’s PDF Portfolio Layouts. However, Licensee is permitted to use, copy and redistribute its modified Sample Code only if all of the following conditions are met: (a) Licensee includes Adobe’s copyright notice (if any) with Licensee’s PDF Portfolio Layout, including every location in which any other copyright notice appears in such application; and (b) Licensee does not otherwise use Adobe’s name, logos or other Adobe trademarks to market Licensee’s application. Licensee agrees to defend, indemnify, and hold Adobe and its suppliers harmless from and against any claims or lawsuits, including attorneys’ reasonable fees, that arise or result from the use or distribution of Licensee’s applications, provided that Adobe gives Licensee prompt written notice of any such claim, tenders to Licensee the defense or settlement of such a claim at Licensee’s expense, and cooperates with Licensee, at Licensee’s expense, in defending or settling such claim.
2.4.1 No Distribution. Except for the limited distribution right granted in Section 2.1,, Licensee shall neither reproduce nor distribute copies of the SDK Components, or electronically transfer the SDK Components from one device to another or over a network.
2.4.2 No Modifications, No Reverse Engineering. Except as expressly set forth in Section 2.3 Licensee shall not modify, port, adapt or translate the SDK Components. Licensee shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the SDK Components.
2.4.2 No Unbundling. The SDK Components may include various applications, utilities and components, may support multiple platforms and languages or may be provided to Licensee on multiple media or in multiple copies. Nonetheless, the SDK Components are designed and provided to Licensee as a single product to be used as a single product on devices and platforms as permitted herein. Licensee is not required to use all component parts of the SDK Components, but Licensee shall not unbundle the component parts of the SDK Components for use on different devices. Licensee shall not unbundle or repackage the SDK Components for any purpose.
2.4.3 No Transfer. Licensee shall not sublicense, assign or transfer the SDK Components or Licensee’s rights in the SDK Components, or authorize any portion of the SDK Components to be copied onto or accessed from another individual’s or entity’s devices. A license for the SDK Components may not be shared, installed or used concurrently on different devices.
2.4.4 Prohibited Use. Except as expressly authorized under this Agreement, Licensee is prohibited from: (a) using the SDK Components on behalf of third parties; (b) renting, leasing, lending or granting other rights in the SDK Components including rights on a membership or subscription basis; (c) providing use of the SDK Components in a computer service business, third party outsourcing facility or service, service bureau arrangement, network, or time sharing basis; and (d) making any statements that the PDF Portfolio Layout is “certified” or that is performance is guaranteed by Adobe.
2.4.5 End User License Agreement. Your distribution license as set forth in Section 2.1 is conditioned upon Licensee distributing the PDF Portfolio Layout with a binding written end user license agreement that provides a (a) a limited, nonexclusive right to use the PDF Portfolio Layout; (b) prohibition against distributing, selling, sublicensing, renting, loaning, leasing the PDF Portfolio Layout; (c) prohibition against reverse engineering, decompiling, disassembling or otherwise attempting to discover the source code of the SDK Components; (d) statement that if Licensee’s customer’s use requires use of other Adobe software, Licensee’s customer must obtain such other Adobe software via a valid license; (e) statement that Licensee and its supplirs retain all right, title and interest in the PDF Portoflio and the underlying components; (f) statement that Licensee and its suppliers disclaim all warranties, conditions, representations or terms with respect to Adobe; and (g) limitation of liability that is substantially similar to Section 5 for the benefit of Licensee’s suppliers.
2.4.6 No Maintenance and Support. Adobe shall not be obligated to provide any maintenance and support for the SDK Software. Licensee is solely response for any update or support obligation or other liability which may arise from distributing the PDF Portfolio.
2.4.7 Export Rules. Licensee agrees that the SDK Components will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the SDK Components are identified as an export controlled item under the Export Laws, Licensee represents and warrants that Licensee is not a citizen of, or located within, an embargoed or otherwise restricted nation (including Iran, Syria, Sudan, Libya, Cuba and North Korea) and that Licensee is not otherwise prohibited under the Export Laws from receiving the SDK Components. All rights to install and use the SDK Components are granted on condition that such rights are forfeited if Licensee fails to comply with the terms of this Agreement.
3. Intellectual Property Rights. The SDK Components and any copies that Licensee is authorized by Adobe to make are the intellectual property of and are owned by Adobe Systems Incorporated and its suppliers. The structure, organization and code of the SDK Components are the valuable trade secrets and confidential information of Adobe Systems Incorporated and its suppliers. The SDK Components is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. Except as expressly stated herein, this Agreement does not grant Licensee any intellectual property rights in the SDK Components and all rights not expressly granted are reserved by Adobe.
4. No Warranty. The SDK Components are provided to Licensee "AS IS," and Adobe disclaims any warranty or liability obligations to Licensee of any kind. Licensee acknowledges that ADOBE MAKES NO EXPRESS, IMPLIED, OR STATUTORY WARRANTY OF ANY KIND WITH RESPECT TO THE SDK COMPONTENTS INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY WITH REGARD TO PERFORMANCE, MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE.
5. LIMITATION OF LIABILITY. IN NO EVENT WILL ADOBE, ITS AFFILIATES OR ITS SUPPLIERS BE LIABLE TO LICENSEE FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN ADOBE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN DISTRIBUTOR JURISDICTION. ADOBE’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SDK COMPONENTS OR US$50, WHICHEVER IS GREATER. Nothing contained in this Agreement limits Adobe’s liability to Licensee in the event of death or personal injury resulting from Adobe’s negligence or for the tort of deceit (fraud). Adobe is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose.
6. Indemnity. Licensee agrees to indemnify, hold harmless and defend Adobe from and against any claims, lawsuits, damages, expenses and costs, including attorneys' fees that arise or result from Licensee's use, reproduction or distribution of the SDK Components and/or PDF Portfolio Layouts. Adobe will give Licensee prompt written notice of any claim or lawsuit to which Licensee's indemnification obligation applies and cooperate with Licensee, at Licensee's expense, in defending or settling such claim or lawsuit.
7. Term and Termination. This Agreement shall commence upon the Effective Date and continue until terminated as set forth in this Section 7. Each party may terminate this Agreement without cause upon fifteen (15) days prior written notice to the other party. Adobe may terminate this Agreement immediately upon written notice if Licensee fails to comply with any term of this Agreement. Upon any such expiration or termination, the licenses granted hereunder immediately terminate and Licensee shall immediately destroy the SDK Components and any copies and upon Adobe’s request Licensee shall provide Adobe with a written statement stating that all SDK Components and all copies thereto were destroyed. Sections 1, 2.4, 3, 4, 5, 6, 7, 8, 9, 10 and 11shall survive any termination or expiration of this Agreement.
8. Governing Law. These terms will be governed by and construed in accordance with the substantive laws in force: (a) in the State of California, if a license to the Software is obtained when you are in the United States, Canada, or Mexico; or (b) in Japan, if a license to the Software is obtained when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or (c) England, if a license to the Software is purchased when you are in any other jurisdiction not described above. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
9. Notice to U.S. Government End User. Commercial Items. The SDK Components are “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. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §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 end 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 herein. Unpublished-rights reserved under the copyright laws of the United States. Adobe Systems Incorporated, 345 Park Avenue, San Jose, CA 95110-2704, USA.
10. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. The English version of this Agreement shall be the version used when interpreting or construing this Agreement. This is the entire Agreement between Adobe and Licensee relating to the SDK Components and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the SDK Components.
Adobe is a registered trademarks or trademarks of Adobe Systems Incorporated in the United States and/or other countries.