Last update: October 17th, 2021

These terms of service (hereinafter referred to as the “ToS”) constitute a legal and binding agreement between PDF Pro Software Ltd., with registered office at 1383 W 8th Ave, Vancouver, BC V6H 3V9, Canada, business registration no. 700468291BC0001, including its subsidiaries, affiliates and contractors acting on its behalf (hereinafter collectively referred to as “PDF Pro”, “Us”, “We”, or “Our”) and any person or entity and its heirs, agents, successors and assigns that access Our PDF Pro Software and/or any related Services (hereinafter singularly and collectively referred to as “You” or “Your”).

These ToS include and incorporate by reference the PDF Pro EULA (available at EULA ) the PDF Pro Privacy Policy (available at Privacy Policy ) and the PDF Pro Data Processing Agreement (available at Data Processing Agreement ).

IMPORTANT NOTICE: Your continued use of, and access to, Our Services constitutes Your expressed acceptance of, and agreement to be bound, by these ToS, as in force from time to time. Therefore, You understand and acknowledge that by accessing or using the PDF Pro Software and/or any related Services You agree to be bound by the terms of these ToS. If You do not accept such terms in their entirety, You must not access or use the PDF Pro Software and/or any related Services. If You agree to these ToS on behalf of an entity, or in connection with providing or receiving services on behalf of an entity, You represent and warrant that You have the authority to bind that entity to these ToS. In such an event, “You” and “Your” will refer and apply to that entity or agency.

1.Definitions

The following capitalized terms shall have the meanings set forth below, provided that the singular includes the plural and vice-versa, and any gender shall include the other genders:

1.1 “Authorized Users” means, singularly and collectively, in case of Multi-User Account, each and all the users that You authorized to access and use the PDF Pro Software and/or the related Services, according to the number of Authorized Users allowed by the applicable Subscription Plan.

1.2 “Data” means any information, text, message, software, picture, sound, video, music and any library, data, content, or material transmitted or conveyed through the PDF Pro Software and/or the related Services.

1.3 “Effective Date” means any of the following moments, whichever occurs first: (i) Your express acceptance of these ToS; (ii) Your download and/or installation of the PDF Pro Software; (iii) Your registration of an account on the PDF Pro website platform at Register; (iv) Your acceptance of any valid communication with Us or any of Our authorized representative that refers to these ToS.

1.4 “Force Majeure” means any event or circumstance: (i) beyond the affected Party’s reasonable control; (ii) that it could not reasonably have been foreseen at the time of the Effective Date; (iii) whose effects could not reasonably have been avoided or overcome by the affected Party. At the said conditions, “Force Majeure” include: war, hostilities, invasion, act of foreign enemies, extensive military mobilization, civil war, riot, rebellion and revolution, military or usurped power, insurrection, act of terrorism, sabotage or piracy, currency and trade restriction, embargo, sanction, act of authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalization, plague, pandemic, epidemic, natural disaster or extreme natural event, explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy, general labor disturbance (such as boycott, strike and lock-out, go-slow, occupation of factories and premises).

1.5 “Intellectual Property Rights” or “IP Rights”means all intellectual property and other similar proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including such rights in and to: trademarks, logos, trade names, patents and patent applications, utility models, inventions, discoveries, writings and other works of authorship, trade secrets, information that is not generally known to the public or that constitutes a trade secret under any applicable Law, Software (including, without limitation, data files, source code, object code, application programming interfaces, databases and other software-related specifications and documentation), advertising and promotional materials, as well as claims, causes of action and defenses relating to the enforcement of any of the foregoing. In each case above, “IP Rights” include also any registrations of, applications to register, and renewals and extensions of, any of the foregoing before or by any governmental authority in any jurisdiction.

1.6 “Law” means, collectively and indistinctly, any applicable local, state, national, and international laws, by-laws, rules, regulation, circulars, notifications, ordinances, protocols, codes, guidelines, policies, notices, directions, orders, decrees, judgments of courts, or other requirements of any governmental authority.

1.7 “Multi-User Account” means an account that allows You to authorize Authorized Users to access the PDF Pro Software and the related Services, within the license limits set out in the applicable Subscription Plan.

1.8 “Party” means either You or Us, while“Parties” means, collectively, both You and Us.

1.9 “PDF Pro EULA” means, collectively, the terms and conditions of the “PDF Pro End User License Agreement” available at EULA , which shall be incorporated herein by reference, that regulates the license of use of the PDF Pro Software.

1.10 “PDF Pro Software” means, collectively and indistinctly, Our “PDF Pro” proprietary Software and any Third-Party Software integrated thereto, which is made available to You according to a Subscription Plan purchased and is installed and executed on a local computing machine or device.

1.11 “PDF Pro Terms of Service” or “ToS” means, collectively, the terms and conditions herein and any further amendment thereof, as available from time to time on Our website at Terms of Service.

1.12 “Personal Data” means any Data referred to an identified or identifiable natural person.

1.13 “Personal Data Protection Laws” mean any applicable Law regarding the protection of Personal Data, including but not limited to the European General Data Protection Regulation no. 2016/679.

1.14 “Software” means, collectively and indistinctly, any software, including, without limitation, computer software, documentation (including, without limitation, standard product documentation, user and technical documentation, further documents that describe the standard functionalities thereof, etc.), tool, application, application programming interface (API), development libraries, user interfaces, component, user interface, appearance (including, without limitation, images, designs, fonts, etc.), code (including, without limitation, assemblers, applets, compilers, source code, source code listings, object code, plug-in, etc.), as well as any fixes, patches, updates or upgrades to such items.

1.15 “Services” means, collectively and indistinctly, the services (including, without limitation, SaaS, internet-based service, etc.) made available to You according to these ToS and the Subscription Plan that You purchased. To such purpose, “Services” include also the access to the PDF Pro website platform available at Features and any associated feature or service, as well as any Software or Data to which is provided access to You as part of the PDF Pro Software and/or the same Services.

1.16 “Subscription Plan” means the subscription plan purchased by You among those specified at Checkout. “Subscription Plan” includes also any related purchasing order and any special condition therein agreed upon between the Parties.

1.17 “Third-Party Software” means, collectively and indistinctly, any Software developed, distributed or sold by an entity other than the Parties.

2.OVERVIEW

2.1 Services. Our Services provide access to the PDF Pro Software and the related Services for editing files in PDF format with the features and specifications specified in the applicable Subscription Plan. The license of use the PDF Pro Software to which is provided access as part of the Services is also subject to the terms and conditions of the PDF Pro EULA, which shall be incorporated herein by reference.

2.2 Rights granted. Subject to these ToS, You are granted a limited, non-assignable, non-sublicensable, non-transferable and non-exclusive license to access and use the PDF Pro Software and the related Services, within the limits specified in the applicable Subscription Plan purchased.

2.3 Age limit. You represent and warrant that You are the minimum age in order for Us to lawfully provide the Services to You (including processing Your Personal Data) without parental consent.

2.4 Scope . You expressly agree that the PDF Pro Software and the related Services shall be accessed and used only within the limit set out in these ToS. In particular, without limiting the foregoing, You shall not – unless otherwise authorized in written by Us – sell, lease, re-distribute, provide managed service, or otherwise provide or make available the PDF Pro Software and/or the related Services to any third party.

2.5 Language. The PDF Pro Software and the Services, as well as the related official documentation are all provided by Us in English only. Machine-translation in other languages (such as, French, Spanish, German, Italian, Portuguese, Dutch and Swedish) is provided for convenience only and Sect. 13.5) shall apply.

2.6 Reservation of rights. We expressly reserve any and all rights not expressly granted to You in these ToS.

3.ACCOUNT REGISTRATION AND ACCESS

3.1 Account registration. When You subscribe to a Subscription Plan, You will be assigned a username and a password for an account, from which You can manage Your subscription (including, without limitation, manage Your Personal Data and other account Data, upgrade/downgrade a Subscription Plan, add/remove Authorized users if You purchased a Multi-User Account, etc.). You are entirely responsible for safeguarding and maintaining the confidentiality of Your account and, to such purpose, You acknowledge and accept that We will assume that any person accessing and using the PDF Pro Software and/or the related Services with Your login information, is You.

3.2 Authorized Users. In case You purchased a Subscription Plan with a Multi-User Account, You may allow Authorized Users to access the PDF Pro Software and the related Services within the limited number of licenses purchased with such Subscription Plan, provided in any case that such access shall be for the Authorized Users’ sole benefit and in full compliance with these ToS. To such purpose, You shall: (i) identify the Authorized Users and assign, revoke or reassign them their account login information (i.e., username and password) for the access to the PDF Pro Software and the Services; (ii) control against any unauthorized access to the PDF Pro Software and/or to the Services by the Authorized Users; (iii) be responsible for the Authorized Users’ compliance with these ToS as well as for all activities that occur under their account or as a result of any Authorized Users’ access to the PDF Pro Software and to the Services.

4.SUBSCRIPTION PLAN

4.1 Subscription Plan. In order to access and use the PDF Pro Software and the related Services, You are requested to subscribe a Subscription Plan, choosing among various plans that differ in terms of features, number of accessible Services and prices. In particular: (i) the “PDF Pro Lite” Subscription Plan includes basic PDF files editing functionalities such as “Read”, “Create”, “Annotate PDFs”, “Merge”, “Split”, “Sign”, add passwords, scan to PDF, etc.; (ii) the “PDF Pro” Subscription Plan includes the features from the “PDF Pro Lite” plan, plus text and image editing features; (iii) the “PDF Pro + OCR” Subscription Plan includes all the features from the “PDF Pro” plan, plus optical character recognition. The full list of the features of each Subscription Plan is available at Checkout.

4.2 Trial Period. The trial period is designed to enable You to evaluate – for free and for a fifteen-days period as of the corresponding Effective Date – all or part of the PDF Pro Software and the related Services before taking out a paid Subscription Plan. In case You apply for a free trial by registering an account, We will make the required PDF Pro Software and the related Services available to You for the earlier between fifteen (15) days from the trial account registration or the Effective Date of a Subscription Plan purchased. In case the 15-days trial period expires without the purchase of a Subscription Plan, access to the evaluated PDF Pro Software and the Services will be prevented by Us; to such purpose, You expressly acknowledge and accept that We are not be liable towards You, any Authorized User or any other third party for any Data and/or customization that might be lost due to the said limited access or fruition of the PDF Pro Software and/or the related Services.

4.3 Subscription Plan update/downgrade. Changes of Subscription Plans are allowed through Your account and are immediately effective upon payment only in case such change imply an upgrade of the then-current Subscription Plan. Any change implying a downgrade of the then-current Subscription Plan shall be effective only after the expiry of the latter.

5.FEES AND BILLING TERMS

5.1 Fees. When You subscribe to a Subscription Plan, You agree to pay any and all related applicable fees according to the specific terms thereof. Unless otherwise provided, all prices are stated in US Dollars (USD). The prices are exclusive of all taxes, levies, or duties imposed by tax authorities, for which You shall be responsible for the related payment.

5.2 Billing. Subscription fees are invoiced in advance, according to the periodicity set out in the purchased Subscription Plan (i.e., monthly or yearly, as the case may be), and are paid by You via Our official reseller FastSpring (www.fastspring.com). To such purpose, You expressly agree: (i) to provide the said reseller with valid, up-to-date and complete debit/credit card, contact and billing details associated with You; (ii) to authorize the reseller to bill such debit/credit card on the corresponding Effective Date (and/or renewals ones, as the case may be) for the due Subscription Plan’s fees; (iii) to comply with the terms and conditions set out by Our reseller with reference to any transactions entered into its platform; (iv) that We may at Our option – if, for any reason, Your credit/debit card company refuses to pay the amount billed for the purchased Subscription Plan – suspend or terminate Your access to the features of the Subscription Plan, and require You to pay the overdue amount by other means acceptable to Us, plus an interest rate of one and one-half percent (1.5%) per month or the highest applicable rate provided by the Law, from the due date until such amount is paid.

5.3 Prices change. At any time, We are entitled to review the fees of any Subscription Plan and, to such purpose, You will be informed at least three (3) months before the change takes effect. In any case, the then-current Subscription Plan’s price shall not be affected by the change, as the new fees shall be applied to the subsequent Subscription Plan’s periods.

5.4 Refunds. Refunds of any Subscription Plan’s fee can be required within thirty (30) days from the Effective Date of such Subscription Plan. After the 30-days term above, no refund can be required and, in case of credit card payments, no chargebacks are allowed.

6.AVAILABILITY, SUPPORT, UPDATES AND MAINTENANCE

6.1 Availability. We will use commercially reasonable efforts to ensure the availability of the PDF Pro Software and the related Services for Our customers. Regardless, You acknowledge and agree that We have no control or liability over the availability of the PDF Pro Software and the Services on a continuous or uninterrupted basis, so that from time to time the same may be inaccessible or inoperable, including, without limitation, for: (i) equipment malfunctions, periodic maintenance procedures or repairs; (i) Force Majeure or any other cause beyond Our reasonable control or that are not reasonably foreseeable (including, without limitation, threat to security, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures); (iii) limitations due to Your particular device or hardware; (iv) unavailability, deficiency or incompatibility of any third-party software or services provider; (v) Your violation of any relevant provision of these ToS. Any unavailability of the PDF Pro Software and/or the Services under this Sect. 6.1) shall not excuse You from Your obligation to make timely payment(s) under the applicable Subscription Plan.

6.2 Technical support. Technical support, if provided by the purchased Subscription Plan, will be provided by Us and/or Our partners 9 am to 5 pm UTC+8 (PTH, Philippine Time) Monday to Friday. We may use a variety of methods (e.g., in-product, internet, chat, e-mail, remote control and phone and online meetings) to provide technical support and customer service in connection with the PDF Pro Software and the Services. Support may be temporarily limited, interrupted or curtailed due to maintenance, repair, modifications, upgrades or relocation. In any case, the support service shall be considered as part of the Services for all the purposes of these ToS.

6.3 Updates and maintenance. We, in Our sole discretion, reserve the right to add additional tools, utilities, improvements, Third Party Software, features or functions, or to provide programming fixes, updates and upgrades, to the PDF Pro Software and/or to the Services in order to improve and enhance the features and performance thereof. In case We provide any of such updates and fixes, these ToS shall automatically apply thereto, unless We provide other terms along with such updates. Furthermore, You acknowledge that the PDF Pro Software and the Services may contain automatic update technology in order to provide maintenance (such as a bug fix, patches, enhanced functions, missing plug-ins, and new versions).

6.4 Backup. As We don’t provide any backup or restoration service, unless provided in the related Subscription Plan, You are encouraged to archive Your Data regularly and frequently. Therefore, You shall bear full risk of loss and damage of Your Data; We disclaim any liability in such respect.

7.YOUR RESPONSIBILITIES

7.1 General responsibilities. You are entirely responsible for the use of the PDF Pro Software and the Services and, to such purpose, You shall not use, encourage, promote, facilitate, instruct (or induce others to do the foregoing on) the PDF Pro Software and the Services for any activity that violates any applicable Law, or for any other illegal, fraudulent, harmful, or offensive purpose, or to transmit, store, display, distribute or otherwise make available any Data that is illegal, harmful, offensive, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, inappropriate or that would encourage or constitute a criminal or civil liability under any Law. Examples of prohibited uses of the PDF Pro Software or the Services include: (i) creating, uploading, modifying and/or distributing any Data, or take any action using the PDF Pro Software and/or the Services, that is illegal, fraudulent, harmful, or violates any applicable Law; (ii) creating, uploading, modifying and/or distributing any Data, or take any action using the PDF Pro Software and/or the Services, that violates any PDF Pro’s right or any third party’s (including, without limitations, privacy, Intellectual Property Rights, etc.); (iii) uploading viruses or malicious codes, or take any other action using the PDF Pro Software and/or the Services that could in any way compromise any functionality thereof; (iv) accessing any account belonging to someone else or sharing Your account password with any third party; (v) distributing the PDF Pro Software and/or the Services; (vi) incorporating the PDF Pro Software and/or the Services in any product designed, developed, marketed, shared, sold or licensed by You or any third party; (vii) facilitating or encouraging any violations of these ToS.

7.2 Account security. You undertake not to share Your account login information to any third party or let anyone else access the PDF Pro Software and/or the Services (exception made for Authorized Users within the limits set out by the applicable Subscription Plan), or do anything else that might jeopardize the security thereof. You agree to make every reasonable effort to prevent unauthorized third parties from accessing the PDF Pro Software and/or the Services and agree to notify Us immediately of any unauthorized use thereof.

7.3 Data lawfulness. You undertake to have all the interest and title (including, without limitation, any related Intellectual Property Right) in and to the Data that You may transmit, store, display, distribute or otherwise make available through the Services, and that You are the sole responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness thereof. Without limiting the foregoing, You warrant and represent that such Data is fully compliant with any applicable Law. In no way whatsoever We will be responsible for any of such Data.

7.4 Personal Data. Without limiting the foregoing, in case any Data is a Personal Data, You appoint Us as “processor” of the said Personal Data in order to process them for the purpose of hosting, processing (including, without limitation, reformat, manipulate, etc.) at the purpose to provide You with the Services. In particular, by accepting these ToS, You: (i) warrant and represent that the said Personal Data are compliant with the applicable Personal Data Protection Laws (including, without limitation, Your obligation to use such Personal Data only to the limited extent that is necessary and relevant to the Services and for no other purpose unless You have obtained the prior express consent from the related data subject, etc.); (ii) accept to be bound also by the PDF Pro Data Processing Agreement available at Data Processing Agreement , which is an integral part of these ToS and is incorporated herein by reference.

7.5 Export regulations compliance. You expressly acknowledge that You are not an entity targeted by any Law which provides economic sanctions, export controls, import regulations or trade embargoes, nor You are otherwise owned or controlled by, or acting on behalf of, any person or entity targeted or in any way affected by the foregoing. Furthermore, You expressly acknowledge that You will not download or otherwise export or re-export Our PDF Pro Software’s content, products or Services or any related technical data directly or indirectly to any person or entity targeted by the aforementioned Law or for any end-use prohibited or restricted by such Law.

7.6 Indemnification. To any third party’s claim arising out of a violation of Your obligations under this Section 7 (Your Responsibilities), Sects. 12.1) and 12.2) below shall apply, in addition to any other rights or remedies afforded to Us under these ToS and/or as per the applicable Law.

8.TERM AND TERMINATION

8.1 Term. These ToS and the rights herein conferred are effective as of the Effective Date until the term of the applicable Subscription Plan (either yearly or monthly). The Subscription Plan shall be tacitly and automatically renewed for subsequent terms of the same duration (i.e., either one year or one monthly), unless You withdraw by means of a fifteen (15) calendar days’ prior written notice, with effects after the expiration of the then-current subscription term, original or renewed.

8.2 Termination. In case of Your breach of any term herein provided is not cured within 10 (ten) days after Our initial notice thereof, We are entitled to terminate these ToS and/or the relevant Subscription Plan. In such case, You must pay all amounts accrued prior to such termination, as well as all amounts remaining unpaid for the Services under such Subscription Plan, plus related damages, taxes and expenses.

8.3 No access after termination. Upon the termination, for any reason whatsoever, of these ToS, You no longer have rights to access or use the PDF Pro Software and/or the Services and, if applicable, We will delete or otherwise make inaccessible Your account and any Data in the PDF Pro Software and/or the Services, if any. We shall not be liable towards You, any Authorized User or any other third party for the loss of any Data and/or customization after the termination of a Subscription Plan for whatever reason or cause.

8.4 Obligations surviving termination. Provisions that survive termination or expiration of these ToS are those relating to limitation of liability, indemnification, payment, Intellectual Property Rights and others which by their nature are intended to survive.

9.PRIVACY AND DATA PROTECTION

9.1 Security measures and data breach. We will use best efforts to keep Data on the Services secure and confidential by implementing appropriate technical and organizational security measures to prevent unauthorized access to Data and/or loss or corruption thereof. We will promptly notify You in writing if it becomes aware that Data has been breached.

9.2 Privacy Policy. You declare to have carefully read the PDF Pro Privacy Policy (available at Privacy Policy ) and got a clear understanding of how We collect, use, protect or otherwise handle any Personal Data.

9.3 Right to access Personal Data. To the maximum extent permitted by the applicable Law, We expressly reserves the right to access, read, preserve, and disclose any Personal Data as it may reasonably believe necessary to: (i) satisfy any applicable Law or any authority request; (ii) enforce these ToS (including investigation of potential violations thereof) or any PDF Pro’s Intellectual Property Rights; (iii) detect, prevent, or otherwise address fraud, anti-piracy, security or technical issues (including, without limitation, verify a valid registration, the device IP address, etc.).

9.4 Anonymized Data analysis. We are allowed to analyze anonymized Data (i.e., Data that are no more Personal Data and that, therefore, do not include personal identifiers of a person, such as his or her name, e-mail address, address, etc.) for the purpose to maintain, update or improve the PDF Pro Software and/or the Services, as well as to conduct internal statistics and analytics on the use and proper functioning of the Services. You have no right, title or interest in any result of these analyses performed by Us, which shall be deemed as Our Intellectual Property Rights.

10.INTELLECTUAL PROPERTY RIGHTS

10.1 PDF Pro’s IP Rights. Notwithstanding any different provision herein, We hold and retain all and any title and interest in and to the PDF Pro Software and the Services, as well as in and to any Intellectual Property Right associated therewith and, therefore, nothing in these ToS will be interpreted as a transfer, in whole or in part, of any IP Rights in and to the PDF Pro Software and/or in the Services to You, the Authorized Users or any other third party.

10.2 Your obligations for Our Intellectual Property Rights preservation. You shall not, and shall not cause or permit others to: (i) remove or modify any program markings or any notice of Our Intellectual Property Rights or those of its licensors on the PDF Pro Software and/or the Services; (ii) make the materials resulting from PDF Pro Software and/or the Services available in any manner to any third party for use in such third party’s business operations, unless otherwise provided by the purchased Subscription Plan or authorized in written by Us; (iiii) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the PDF Pro Software and/or the Services, or access or use the same in order to build or support, and/or assist a third party in building or supporting, products or Software competitive to Us; (iv) perform or disclose any benchmark or performance tests of the PDF Pro Software and/or the Services or any associated infrastructure (such as, without limitation, network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, penetration testing, etc.); and (v) license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use, or otherwise commercially exploit or make available the PDF Pro Software and/or the Services to any third party.

10.3 Your Data. You expressly grant Us a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty free license to perform any operation or set of operations (including, without limitation, use, modify, collect, record, organize, structure, store, adapt, alter, retrieve, consult, use, disclose, combine, reproduce, erase, destroy, etc.) on the Data that are not Personal Data that You provide to Us in any way (by upload or other mean), as far as necessary for the purposes of providing You the Services and improve the functionalities of the PDF Pro Software.

10.4 Your feedback and suggestions. We may freely use Your feedback, suggestions, or ideas in any way, including in future modifications of the PDF Pro Software and/or the Services or of any other related product, service, advertising or marketing material. To such purpose, You warrant Us that You hold the Intellectual Property Right in and to any of Your feedback or suggestion, and You grant Us a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty free license to use the feedback and suggestions provided to Us in any way. Notwithstanding the preceding, We will not publish or share such feedback in a way that could identify You without Your explicit permission.

10.5 Your name, trademarks or logos. You grant Us the right to mention Your name, trademarks or logos as reference or case-study in any of Our websites, presentations, marketing activities or materials, or in proposals to be sent to prospective clients.

11.WARRANTY AND LIABILITY

11.1 Limited warranty. THE PDF PRO SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, PDF PRO DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. TO THE FULLEST EXTENT PERMITTED OR AUTHORIZED BY LAW AND WITHOUT LIMITATION OF THE FOREGOING, PDF PRO DOES NOT WARRANT THAT THE PDF PRO SOFTWARE AND THE SERVICES WILL: MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, BE AVAILABLE OR OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR THAT THE ACCESS TO THE PDF PRO SOFTWARE AND/OR TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THESE TOS.

11.2 Disclaimer of liability. IN NO EVENT PDF PRO SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA OR PROFITS, BUSINESS INTERRUPTION, ETC.) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SERVICES, EVEN IF PDF PRO IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, PDF PRO IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF ITS CONTRACTORS, VENDORS, CLOUD PROVIDER OR OTHER SERVICE PROVIDER. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THESE TOS.

11.3 Remedies. EXCEPT FOR CLAIMS WITH RESPECT TO FRAUD, DEATH OR PERSONAL INJURY, FOR WHICH NO LIMIT SHALL APPLY, IN NO EVENT – TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW – PDF PRO’S LIABILITY SHALL IN THE AGGREGATE EXCEED THE FEES EFFECTIVELY PAID BY YOU FOR THE RELEVANT SUBSCRIPTION PLAN, DURING THE TWELVE (12) MONTHS PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THE FOREGOING CONSTITUTES YOUR SOLE REMEDIES AVAILABLE TO YOU WITH RESPECT TO ANY OF OUR LIABILITY UNDER THESE TOS.

11.4 Mandatory legal provisions. Some jurisdictions do not allow certain limitations of warranty or liability, therefore some or all of the limitations above provided may not apply to You. In such case, the limitations provided herein shall be applicable to the fullest and maximum extent permitted by the applicable Law.

12.INDEMNIFICATION

12.1 Indemnification. You shall indemnify and hold Us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) arising by any claim made by any third party (including, without limitation, any agency, public administrations, entities, etc.) against Us in connection with any of Your and/or Your Authorized Users’: (i) violation or breach of any term of these ToS; (ii) violation of any applicable Law, whether or not referenced herein; (iii) violation of any rights of any third party; or (iv) use or misuse of PDF Pro Software and/or the Services.

12.2 Remedies. You expressly agree and acknowledge that any violation of Your obligations pursuant to these ToS may cause Us irreparable harm and damage, which may not be recovered at Law. Therefore, You agree that Our remedies for breach of these ToS may be in equity by way of injunctive relief, as well and any other relief available, whether in Law or in equity.

13.MISCELLANEOUS

13.1 Assignment. You are not allowed to assign these ToS or any rights hereunder, unless with Our previous written consent. Conversely, We are allowed, at Our sole discretion, to assign these ToS or any rights hereunder to any third party, without giving You any prior notice.

13.2 Force majeure. A Party shall not be responsible for any failure to perform due to any event of Force Majeure. In the event of any such delay, the affected Party will be excused from such performance to the extent it is delayed or prevented by such cause. However, the other Party may terminate these ToS forthwith on written notice if such Force Majeure condition continues for a period of sixty (60) days.

13.3 No implied waiver. Any tolerance or silence by Us, even if on a continuous and reiterated basis, in relation to any breach or default by You of any provision of these ToS shall not be considered as a consent to such breaches and defaults and shall not affect the validity of the clause breached nor shall be construed as a waiver to any of the rights pertaining to Us pursuant to these ToS and/or the applicable Law.

13.4 Governing law and exclusive jurisdiction. These ToS are governed by the substantive and procedural Laws of British Columbia, Canada, without application of the “United Nations Convention on Contracts for the International Sale of Goods”. Any dispute arising out of, or relating to, these ToS shall be submitted to the exclusive jurisdiction of the Court of Vancouver (Canada).

13.5 Prevailing language. Any translation of these ToS is provided solely for your convenience and is not intended to modify the terms herein. In the event of a conflict between the English version of these ToS and a version in a language other than English, the English version shall control and prevail.

13.6 Severability. Should any part of these ToS be declared illegal or unenforceable, the remaining portion will remain in full force and effects.

13.7 Amendments. The effective date of the last version of these ToS is written above, as published from time to time on Our website at Terms of Service. We have the right to amend these ToS at any time, and to change, delete, discontinue or impose conditions on use of the PDF Pro Software and/or the Services, in which case the new terms and conditions will supersede prior terms. Any changes will be effective after thirty (30) days from the time We first notify You about such changes via email or/and notifications while using the PDF Pro Software, the Services and/or other reasonable means. Your continued use of the PDF Pro Software and/or the Services following changes to these ToS after the effective date of a revised version thereof constitutes Your expressed acceptance of, and agreement to be bound by, these ToS as in force from time to time. If You do not accept modified ToS in part or full, You must terminate Your account and stop using the PDF Pro Software and the Services before the change takes effect.

13.8 Entire agreement. These ToS, along with the terms and conditions incorporated herein by reference (i.e., the PDF Pro EULA (available at EULA), the PDF Pro Privacy Policy (available at Privacy Policy) and the PDF Pro Data Processing Addendum (available at Data Proccessing Agreement ) constitute the entire agreement between the Parties with respect to its subject matter and it supersedes all prior or contemporaneous agreements concerning such matter.