XML2PDF Formatting Engine OEM License Agreement

Page |1PLEASE READ THIS DOCUMENT CAREFULLY BEFORE AGREEING TO ITS CONTENTS. BY
CHECKING THE ACCEPTANCE BOX ON YOUR SCREEN, AND/OR BY DOWNLOADING,INSTALLING AND USING THE SOFTWARE, YOU CONFIRM YOUR AGREEMENT TO BEBOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OFTHE AGREEMENT, YOU MAY NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
This document (hereafter referred to as the “Agreement”) constitutes an agreement
entered into by and between you and Altsoft, bvba (hereafter referred to as “Altsoft”), acorporation under Belgian law with its registered offices at Gijzelaarsstraat 34, 3200
Aarschot, Belgium, VAT number BE0474378894.
This Agreement states the terms and conditions upon which Altsoft offers to license theXML2PDF Formatting Engine software provided in this package as source code together
with its accompanying documentation (hereafter collectively referred to as the“Software”).
License Agreement Summary
The following summary contains an overview of the key points of the Agreement.
Note that this summary should not be considered a complete, accurate, and binding
description of the terms and conditions of the Agreement. The summary is merely
provided for your personal convenience, and does not bind you or Altsoft in any way.
The terms and conditions described below under the heading Full License Agreement
constitute the only legally valid and binding elements of the Agreement.
•Licenses are PER CUSTOMER. A single redistributable license license entitles youto:
o Install the software on as much servers/computers as needed; clients
included.
o Sell and/or redistribute the Software in any form, including afterintegration into any Non-Altsoft Code.

•The Software is provided on an AS-IS BASIS, without any warranties, express,
implied or statutory, with regard to merchantability or fitness for a particularpurpose, except where expressly provided otherwise in the Full License
Agreement or as required by law.

•The Agreement entitles you to no support as support is provided on a per ticket orper hour basis.

•The validity and interpretation of the Agreement is EXCLUSIVELY SUBJECT TO
BELGIAN LAW, and any disputes resulting from or in connection to the Agreement
may be only be presented before the competent courts of Leuven, Belgium.

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Full License Agreement
1. LICENSEThe Software is protected by Belgian copyright laws and any applicable international
treaty provisions. It is proprietary to Altsoft and the title thereto belongs to Altsoft. You
may not remove any copyright notice from any copy of the Software. All applicable rights,
including to patents, copyrights, trademarks and trade secrets in the Software or anymodifications made by the parties are and shall remain in title to Altsoft. Under nocircumstances shall the Agreement be construed to include any rights not explicitly
granted therein, all of which are expressly retained by Altsoft.
The Development System and the Runtime System may be the same physical machine,provided that the configuration of both Systems does not allow multiple developers tosimultaneously integrate the Software in unmodified form into the Non-Altsoft Code).
Use of the resulting Non-Altsoft Code containing the Software through the Runtime
System is not subject to any restrictions of usage, provided that it does not allow any
third parties to install or directly use the Software in any form. For the purposes of thisclause, third parties shall not include your employees, your affiliated companies or theiremployees.
You are allowed to make one back-up copy of the Software for archival purposes,
provided that you reproduce on the copy all copyright and other proprietary rights
notices included on the originals of the Software.
You warrant that the Non-Altsoft Code does not compete directly or indirectly with any
software product offered by Altsoft at the time of execution of the Agreement, and that
the Non-Altsoft Code will not be presented to the Altsoft’s potential and existingcustomers in such a manner that it could be perceived as a software product that directly
or indirectly competes with the Altsoft’s software products. The Non-Altsoft Code must
add primary and substantial functionality to the Software.
You warrant that the Non-Altsoft Code will not be licensed under any terms which requireor allow the source code of the Software to be made available, either wholly or in part,either directly or through decompiling, to any third party. The source code of theSoftware is considered in its entirety to be confidential, as defined below.
You warrant that the Software will not be the subject of any escrow agreement, either byitself or integrated into the Non-Altsoft Code, under conditions that could permit theSoftware’s source code to be revealed to any third parties without the express priorwritten consent of Altsoft; and that the Non-Altsoft Code will not be made the subject of
any other agreement which could result in similar consequences.

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You warrant that you will not edit, extend, or modify the Software in any way, except
when strictly necessary to implement the Software into the Non-Altsoft Code.
The above provisions shall be referred to as the “License.”
1.2. You recognize that “Altsoft” and “XML2PDF Formatting Engine” are designations
under the sole control of Altsoft. You recognize that the License does not entitle you to
any commercial use of such names in any form without the express prior written consentof Altsoft.
1.3. You recognize the Altsoft’s right to mention your usage of the Software incommercial communications, including but not limited to the Altsoft’s website, thirdparty websites, commercial banners or folders, e-mails, announcements in periodicals, ortrade publications. Such communications may include your identity, business sector andannual revenue, insofar as such information is publicly available.
1.4 You recognize the Altsoft’s right to claim paternity of the Software. You acknowledge
that the Non-Altsoft Code must prominently display the following statement in the “help”
text or “about” text of the Non-Altsoft Code, or in any other section of the Non-Altsoft
Code that is presented to the end user, as well as in the acknowledgements in thedocumentation associated with the Non-Altsoft Code and the packaging and otherpromotional material:‘This product uses the XML2PDF Formatting Engine. XML2PDF Formatting Engine is theexclusive property of Altsoft bvba”.
This obligation notwithstanding, Altsoft retains the right to vindicate, maintain andenforce its paternity rights in any other manner, provided that such additional measures
do not interfere with your ability to commercially exploit the Software to the fullest.
2.

TERM AND TERMINATION

2.1. This License is granted for the duration of the Software’s legal protection underBelgian law, unless otherwise terminated consistent with the terms of this Agreement.
2.2. This License will terminate automatically and without any prior notice if you fail tocomply with any term or condition of the Agreement, notwithstanding the Altsoft’s rightto enforce any rights provided by law.
2.3. Either party may terminate this Agreement upon written notice to the other party if
the other party breaches any of the provisions herein, provided the non-breaching party
has first given the other party written notice consistent with the terms of notice set forth
herein of such breach and the other party has failed to cure such breach within thirty (30)days, following receipt of such notice. Such notice will not be required if the specified

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breach cannot reasonable be cured by the defaulting party, including but not limited tobreaches of confidentiality obligations.
2.4. You may terminate this Agreement by returning the Software to Altsoft at any timewith a written notice of termination. Such notice will not result in the restitution of any
fees due to Altsoft under this Agreement.
2.5. This License is terminated automatically and without further notice in the event you(i) terminate or suspends your business; (ii) become subject to any bankruptcy orinsolvency proceeding under applicable legislation or (iii) become insolvent or become
subject to direct control by a trustee, receiver or similar authority.
2.6. Upon termination of the Agreement for any reason, you must immediately cease any
use of the Software, both on the Development System and on the Runtime System.
Exploitation of the Non-Altsoft Code may only be resumed at such a time when all code
elements originating from the Software have been removed from the Non-Altsoft Code.
You must immediately destroy all copies of the Software under your control, unless aseparate agreement with Altsoft authorises you to retain the Software.
2.7 Altsoft or a certified auditor on the Altsoft’s behalf, may, upon its reasonable request
and at its expense, audit you with respect to the use of the Software. Any such audit shallbe conducted during regular business hours at your facilities and shall not unreasonablyinterfere with your business activities. Altsoft will not remove, copy, or redistribute any
electronic material during the course of an audit. If an audit reveals that you are using theSoftware in a way that is in material violation of the terms of the Agreement, then you
shall pay Altsoft reasonable costs of conducting the audit and any amounts that areattributable to the unauthorized use. In the alternative, Altsoft reserves the right, at its
sole discretion, to terminate any licenses granted by Altsoft to you.
3.

PAYMENT, ORDER PROCESSING AND PRIVACY

3.1. Payment of the Software, entailing a once-only fixed fee, will be processed by wiretransfer or credit card.
4.

SUPPORT AND UPDATE SERVICES

The Agreement entitles you to no support as support is provided on a per ticket or perhour basis.
5.

PARTIES IN INTEREST

This Agreement shall be binding upon, inure to the benefit of, and be enforceable by theparties to this Agreement and their respective successors, heirs, legatees, personalrepresentatives and permitted assigns. No assignment, delegation or other conveyanceXML2PDF Formatting Engine OEM License Agreement

Page |5of this Agreement or of any rights or obligations hereunder may be made by you (byoperation of law or otherwise) without the prior written consent of Altsoft. Altsoft mayassign its rights and obligations under this Agreement to any other party.
6.

WARRANTY AND DISCLAIMERS

ALTSOFT, ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS AND
SUPPLIERS PROVIDE THE LICENSED SOFTWARE “AS IS” AND WITHOUT ANY WARRANTYOR CONDITION, EXPRESS, IMPLIED OR STATUTORY. ALTSOFT, ITS OFFICERS, DIRECTORS,AGENTS, EMPLOYEES, CONTRACTORS AND SUPPLIERS SPECIFICALLY DISCLAIM ANYIMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE AND NON-INFRINGEMENT.
You assume full responsibility for choosing the Software to achieve your intended results,and agree to bear any consequences resulting from the installation and use of theSoftware. Should the Software prove defective or unsuitable for your purposes, you willassume the entire cost of any and all necessary servicing, repair or correction, both withregard to the Software, and to any data produced, modified or deleted as a result of itsuse.
IN ADDITION, ALTSOFT SPECIFICALLY DISCLAIMS ALL WARRANTIES THAT THE LICENSEDSOFTWARE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE,UNINTERRUPTED, OPERATIONAL, SECURE OR OPERATE WITHOUT ERROR; ANY IMPLIEDWARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND ANYOBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISINGFROM THE NEGLIGENCE OF ALTSOFT. ALTSOFT DISCLAIMS ALL WARRANTIES OF ANY KIND
IF THE SOFTWARE OR THE REPRESENTATION THEREOF TO YOU WAS IN ANY WAYMODIFIED OR REPACKAGED BY ANY PARTY OTHER THAN ALTSOFT. TO THE FULL EXTENTPERMISSIBLE UNDER BELGIAN LAW, ALTSOFT DISCLAIMS ANY AND ALL SUCHWARRANTIES.
ALTSOFT EXPRESSLY DISCLAIMS ANY LIABILITY FOR DAMAGES RESULTING FROM THEOPERATION OF THE SHAREIT’S SERVICES. ALTSOFT DISCLAIMS ANY WARRANTIES OF ANYKIND WITH REGARD TO THE LEGAL COMPLIANCE, SUITABILITY OR COMPLETENESS OF THESHAREIT’S LEGAL STATEMENTS AND POLICIES AS APPLICABLE TO YOUR ORDER OF THESOFTWARE.
IN NO EVENT SHALL ALTSOFT, ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,CONTRACTORS AND SUPPLIERS, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWEVER ARISING, INCLUDINGNEGLIGENCE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/ORYOUR USE OF THE SOFTWARE, WHETHER AN ACTION BASED UPON CONTRACT, TORT, OROTHERWISE. THE ALTSOFT’S LIABILITY TO YOU OR ANY THIRD PARTY IN ANY

XML2PDF Formatting Engine OEM License AgreementPage |6CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF THE LICENSE FEE AS RECEIVED BYALTSOFT.
7.

INDEMNITYYou agree to indemnify and hold Altsoft and its officers, directors, agents, employees,contractors and suppliers, harmless from each claim or demand, whether with or without
merit, including reasonable attorney’s fees, made by any third party due to or arising outof your use of the Software.
8.

GENERAL PROVISIONS

8.1. You acknowledge that you have read this Agreement, understand it, and agree to bebound by its terms. You further agree that this document is the complete and exclusive
statement of the Agreement between the parties, which supersedes and merges all priorproposals, understandings and all other agreements, oral and written, between theparties relating to this Agreement.
8.2. No delay by either party shall waive rights under this Agreement. No waiver of any
breach of this Agreement shall be a waiver of any other provision of this Agreement, andno such waiver shall be valid unless in writing signed by the parties.
8.3. This Agreement is governed by, and to be interpreted in accordance exclusively withthe laws of Belgium, and no other, without regard to any applicable conflict of laws
provisions.
Any disputes between the parties are to be resolved by the competent courts of Leuven,Belgium, and construed exclusively under the laws of Belgium, and no other, without
regard to any conflict of law principles.
8.4. If any provision of this Agreement is held invalid, void or unenforceable, theremainder of the Agreement shall remain in force, and the provision in question shall bedeemed to be replaced with a valid and enforceable provision most closely reflecting theintent and purpose of the original provision.
8.5. The parties to this Agreement are acting independently, and an agency, joint venture,
partnership, fiduciary relationship, or any other relationship other than in the nature ofindependent contractor, shall not arise from this Agreement, and neither party has theright or authority to act for, or on behalf of, the other party. The provisions of thisAgreement are not for the benefit of any third party.
8.6. Headings are for the convenience of reference only and do not alter the rights andobligations of the parties.

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8.7. Neither party shall be liable to the other for any delay or failure due to acts of God,war, transportation difficulties, labor strikes, natural disasters, riots, or acts or omissionsof vendors or suppliers beyond the control of the parties.
8.8. Provisions of this Agreement that are intended to survive this Agreement, including
but not limited to confidentiality obligations, shall survive.
8.9. This Agreement has been mutually drafted and no presumption relating toambiguities in favor of one interpretation over another due to the identity of the drafting
party shall arise.
8.10. Altsoft shall have the right to collect from you its reasonable expenses incurred in
enforcing the Agreement against you, including attorney's fees.
8.11. You expressly accept all of the provisions of the Agreement as legally valid andbinding, and waive any right to invoke any contrary provisions provided under applicablelaws, except where such applicable laws both expressly prohibit such waivers and forbid
any of the provisions above.
9.

NOTICES

Except as explicitly stated otherwise, all notices shall be given by postal mail with proof ofdelivery or by email with acknowledgement of receipt. Such notice shall be valid upon
actual receipt.
10. CONFIDENTIALITY STATEMENT
10.1. For the purposes of the Agreement, Confidential Information shall mean any data or
information that is competitively sensitive material, and not generally known to thepublic, including, but not limited to, the Altsoft Software source code, product planning
information, marketing strategies, plans, finance, operations, customer relationships,
customer profiles, sales estimates, business plans, and internal performance results
relating to the past, present or future business activities of Altsoft or yourself or any of
their subsidiaries and affiliated companies and the customers, clients and suppliers of anyof the foregoing;
10.2. Notwithstanding any other provisions of this Agreement, Confidential Information
shall not include:(a)information which is, or subsequently becomes, within the knowledge of the
public generally through no fault of the recipient;(b)information which one can substantiate by written documentation was alreadyknown to the recipient at the time of receipt; or(c)information which is subsequently obtained lawfully from a third party who had
obtained the information free of any confidentiality obligations.

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10.3. Confidentiality Obligations.
Altsoft cannot be held liable for the loss of any Confidential Information which you
provide to Altsoft as a result of or in connection with the present Agreement.
Specifically, if you voluntarily choose to provide Altsoft with access to the source code of
any Non-Altsoft Code, with a view of obtaining the Altsoft’s assistance in ensuring thecompatibility of the Software with the Non-Altsoft Code, Altsoft specifically disclaims anyliability with regard to the confidentiality of the Non-Altsoft Code.
While Altsoft undertakes a best efforts commitment to ensuring the confidentiality ofsuch Non-Altsoft Code, you recognize that the confidentiality of the Non-Altsoft Codecannot be fully controlled by Altsoft during the electronic exchange of the code between
you and Altsoft. By submitting any part of your Non-Altsoft Code to Altsoft, you expressly
accept any risk inherent to this exchange, and will not be able to hold Altsoft liable for any
subsequent breach of confidentiality with regard to the Non-Altsoft Code or any otherConfidential Information as defined above.
10.4. Extended Confidentiality Agreement
If you wish to obtain an extended warranty from Altsoft with regard to the treatment of
any of your Confidential Information, please feel free to contact Altsoft through its
website (www.alt-soft.com) or through the following e-mail address: support@altsoft.com. The terms and conditions of such an Extended Confidentiality Agreement will
be negotiated on a case by case basis, depending on the nature and sensitivity of theconfidential information that you wish to entrust to Altsoft.